EXHIBHT 4.15



 





EXHIBIT 4.15




FISHER SCIENTIFIC INTERNATIONAL INC., as Issuer




63⁄4% Senior Subordinated Notes due 2014






INDENTURE




Dated as of August 3, 2004






THE BANK OF NEW YORK, as Trustee














 








CROSS-REFERENCE TABLE




	 	 	 	 	 
	TIA	 	Indenture
	Section
	 	Section

	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)	 	N.A.
	 
	 	(c)	 	N.A.
	313
	 	(a) 	 	7.6
	 
	 	(b)(1) 	 	N.A.
	 
	 	(b)(2) 	 	7.6
	 
	 	(c)	 	7.6
	 
	 	(d)	 	7.6
	314
	 	(a)	 	4.18; 4.19; 13.2
	 
	 	(b)	 	N.A.
	 
	 	(c)(1) 	 	13.4
	 
	 	(c)(2) 	 	13.4
	 
	 	(c)(3) 	 	N.A.
	 
	 	(d)	 	N.A.
	 
	 	(e)	 	13.5
	 
	 	(f)	 	4.19
	315
	 	(a)	 	7.1
	 
	 	(b)	 	7.5; 13.2
	 
	 	(c)	 	7.1
	 
	 	(d)	 	7.1
	 
	 	(e)	 	6.11
	316
	 	(a)(last sentence) 	 	13.6
	 
	 	(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)	 	13.1







N.A. means Not Applicable










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














 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page

	ARTICLE I
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 	 
	SECTION 1.1.
	 	Definitions	 	 	1	 
	SECTION 1.2.
	 	Other Definitions	 	 	24	 
	SECTION 1.3.
	 	Incorporation by Reference of Trust Indenture Act	 	 	25	 
	SECTION 1.4.
	 	Rules of Construction	 	 	26	 
	ARTICLE II
	 	 	 	 
	THE SECURITIES
	 	 	 	 
	SECTION 2.1.
	 	Form and Dating	 	 	26	 
	SECTION 2.2.
	 	Execution and Authentication	 	 	28	 
	SECTION 2.3.
	 	Registrar and Paying Agent	 	 	28	 
	SECTION 2.4.
	 	Paying Agent to Hold Money in Trust	 	 	29	 
	SECTION 2.5.
	 	Securityholder Lists	 	 	29	 
	SECTION 2.6.
	 	Transfer and Exchange	 	 	29	 
	SECTION 2.7.
	 	Replacement Securities	 	 	35	 
	SECTION 2.8.
	 	Outstanding Securities	 	 	35	 
	SECTION 2.9.
	 	Temporary Securities	 	 	36	 
	SECTION 2.10.
	 	Cancellation	 	 	36	 
	SECTION 2.11.
	 	Defaulted Interest	 	 	36	 
	SECTION 2.12.
	 	CUSIP Numbers	 	 	37	 
	SECTION 2.13.
	 	Issuance of Additional Securities	 	 	37	 
	ARTICLE III
	 	 	 	 
	REDEMPTION
	 	 	 	 
	SECTION 3.1.
	 	Notices to Trustee	 	 	37	 
	SECTION 3.2.
	 	Selection of Securities To be Redeemed	 	 	38	 
	SECTION 3.3.
	 	Notice of Redemption	 	 	38	 
	SECTION 3.4.
	 	Effect of Notice of Redemption	 	 	39	 
	SECTION 3.5.
	 	Deposit Of Redemption Price	 	 	39	 
	SECTION 3.6.
	 	Securities Redeemed in Part	 	 	40	 







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	 	 	 	 	Page

	ARTICLE IV
	 	 	 	 
	COVENANTS
	 	 	 	 
	SECTION 4.1.
	 	Payment of Securities	 	 	40	 
	SECTION 4.2.
	 	Limitation on Liens	 	 	40	 
	SECTION 4.3.
	 	Limitation on Incurrence of Additional Indebtedness	 	 	41	 
	SECTION 4.4.
	 	Limitation on Restricted Payments	 	 	42	 
	SECTION 4.5.
	 	Limitation on Dividend and Other
Payment Restrictions Affecting Subsidiaries	 	 	44	 
	SECTION 4.6.
	 	Limitation on Asset Sales	 	 	46	 
	SECTION 4.7.
	 	Limitation on Transactions with Affiliates	 	 	48	 
	SECTION 4.8.
	 	Change of Control	 	 	49	 
	SECTION 4.9.
	 	Prohibition on Incurrence of Senior Subordinated Debt	 	 	51	 
	SECTION 4.10.
	 	Limitation on Preferred Stock of Subsidiaries	 	 	51	 
	SECTION 4.11.
	 	Limitation on Guarantees by Restricted Subsidiaries	 	 	51	 
	SECTION 4.12.
	 	Conduct of Business	 	 	52	 
	SECTION 4.13.
	 	Maintenance of Office or Agency	 	 	52	 
	SECTION 4.14.
	 	Corporate Existence	 	 	52	 
	SECTION 4.15.
	 	Payment of Taxes and Other Claims	 	 	52	 
	SECTION 4.16.
	 	Maintenance of Properties and Insurance	 	 	53	 
	SECTION 4.17.
	 	Compliance With Laws	 	 	53	 
	SECTION 4.18.
	 	Additional Information	 	 	53	 
	SECTION 4.19.
	 	Further Instruments and Acts	 	 	54	 
	SECTION 4.20.
	 	Changes in Covenants when Notes Rated Investment Grade	 	 	54	 
	ARTICLE V
	 	 	 	 
	SUCCESSOR COMPANY
	 	 	 	 
	SECTION 5.1.
	 	When Company May Merge or Transfer Assets	 	 	54	 
	ARTICLE VI
	 	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 	 
	SECTION 6.1.
	 	Events of Default	 	 	55	 
	SECTION 6.2.
	 	Acceleration	 	 	57	 
	SECTION 6.3.
	 	Other Remedies	 	 	58	 
	SECTION 6.4.
	 	Waiver of Past Defaults	 	 	58	 
	SECTION 6.5.
	 	Control by Majority	 	 	58	 
	SECTION 6.6.
	 	Limitation on Suits	 	 	59	 
	SECTION 6.7.
	 	Rights of Holders to Receive Payment	 	 	59	 







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	 	 	 	 	Page

	SECTION 6.8.
	 	Collection Suit by Trustee	 	 	59	 
	SECTION 6.9.
	 	Trustee May File Proofs of Claim	 	 	60	 
	SECTION 6.10.
	 	Priorities	 	 	60	 
	SECTION 6.11.
	 	Undertaking for Costs	 	 	60	 
	ARTICLE VII
	 	 	 	 
	TRUSTEE
	 	 	 	 
	SECTION 7.1.
	 	Duties of Trustee	 	 	61	 
	SECTION 7.2.
	 	Rights of Trustee	 	 	62	 
	SECTION 7.3.
	 	Individual Rights of Trustee	 	 	62	 
	SECTION 7.4.
	 	Trustee's Disclaimer	 	 	63	 
	SECTION 7.5.
	 	Notice of Defaults	 	 	63	 
	SECTION 7.6.
	 	Reports by Trustee to Holders	 	 	63	 
	SECTION 7.7.
	 	Compensation and Indemnity	 	 	63	 
	SECTION 7.8.
	 	Replacement of Trustee	 	 	64	 
	SECTION 7.9.
	 	Successor Trustee by Merger	 	 	65	 
	SECTION 7.10.
	 	Eligibility; Disqualification	 	 	65	 
	SECTION 7.11.
	 	Preferential Collection of Claims Against Company	 	 	65	 
	ARTICLE VIII
	 	 	 	 
	DISCHARGE OF INDENTURE; DEFEASANCE
	 	 	 	 
	SECTION 8.1.
	 	Discharge of Liability on Securities	 	 	66	 
	SECTION 8.2.
	 	Legal Defeasance and Covenant Defeasance	 	 	67	 
	SECTION 8.3.
	 	Conditions to Defeasance	 	 	68	 
	SECTION 8.4.
	 	Application of Trust Money	 	 	70	 
	SECTION 8.5.
	 	Repayment to Company	 	 	70	 
	SECTION 8.6.
	 	Reinstatement	 	 	71	 
	ARTICLE IX
	 	 	 	 
	AMENDMENTS
	 	 	 	 
	SECTION 9.1.
	 	Without Consent of Holders	 	 	71	 
	SECTION 9.2.
	 	With Consent of Holders	 	 	72	 
	SECTION 9.3.
	 	Compliance With Trust Indenture Act	 	 	73	 
	SECTION 9.4.
	 	Revocation and Effect of Consents and Waivers	 	 	74	 
	SECTION 9.5.
	 	Notation or Exchange of Securities	 	 	74	 
	SECTION 9.6.
	 	Trustee to Sign Amendments	 	 	74	 







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	 	 	 	 	Page

	ARTICLE X
	 	 	 	 
	SUBORDINATION
	 	 	 	 
	SECTION 10.1.
	 	Agreement to Subordinate	 	 	75	 
	SECTION 10.2.
	 	Liquidation, Dissolution, Bankruptcy	 	 	75	 
	SECTION 10.3.
	 	Default on Senior Indebtedness	 	 	75	 
	SECTION 10.4.
	 	Acceleration of Payment of Securities	 	 	76	 
	SECTION 10.5.
	 	When Distribution Must Be Paid Over	 	 	77	 
	SECTION 10.6.
	 	Subrogation	 	 	77	 
	SECTION 10.7.
	 	Relative Rights	 	 	77	 
	SECTION 10.8.
	 	Subordination May Not Be Impaired by Company	 	 	77	 
	SECTION 10.9.
	 	Rights of Trustee and Paying Agent	 	 	77	 
	SECTION 10.10.
	 	Distribution or Notice to Representative	 	 	78	 
	SECTION 10.11.
	 	Article X Not To Prevent Events of Default or Limit Right to Accelerate	 	 	78	 
	SECTION 10.12.
	 	Trust Moneys Not Subordinated	 	 	78	 
	SECTION 10.13.
	 	Trustee Entitled to Rely	 	 	78	 
	SECTION 10.14.
	 	Trustee to Effectuate Subordination	 	 	78	 
	SECTION 10.15.
	 	Trustee Not Fiduciary for Holders of Senior Indebtedness	 	 	79	 
	SECTION 10.16.
	 	Reliance by Holders of Senior Indebtedness on Subordination Provisions	 	 	79	 
	ARTICLE XI
	 	 	 	 
	[RESERVED]
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	[RESERVED]
	 	 	 	 
	ARTICLE XIII
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	SECTION 13.1.
	 	Trust Indenture Act Controls	 	 	79	 
	SECTION 13.2.
	 	Notices	 	 	79	 
	SECTION 13.3.
	 	Communication by Holders With Other Holders	 	 	80	 
	SECTION 13.4.
	 	Certificate and Opinion As To Conditions Precedent	 	 	80	 
	SECTION 13.5.
	 	Statements Required in Certificate or Opinion	 	 	81	 
	SECTION 13.6.
	 	When Securities Disregarded	 	 	81	 
	SECTION 13.7.
	 	Rules by Trustee, Paying Agent and Registrar	 	 	81	 
	SECTION 13.8.
	 	Legal Holidays	 	 	81	 
	SECTION 13.9.
	 	Governing Law	 	 	82	 







-iv









 






	 	 	 	 	 	 	 
	 	 	 	 	Page

	SECTION 13.10.
	 	No Recourse Against Others	 	 	82	 
	SECTION 13.11.
	 	Successors	 	 	82	 
	SECTION 13.12.
	 	Multiple Originals	 	 	82	 
	SECTION 13.13.
	 	Variable Provisions	 	 	82	 
	SECTION 13.14.
	 	Qualification Of Indenture	 	 	82	 
	SECTION 13.15.
	 	Table of Contents; Headings	 	 	82	 







	 	 	 
	EXHIBITS
	 	 
	 	 	 
	EXHIBIT A

	 	FORM OF TRANSFER RESTRICTED SECURITY
	EXHIBIT B

	 	FORM OF REGISTERED SECURITY
	EXHIBIT C

	 	FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTORS








-v









 





          INDENTURE dated as of August 3, 2004, between FISHER SCIENTIFIC
INTERNATIONAL INC., a Delaware corporation (as further defined below, the
“Company”), and THE BANK OF NEW YORK, a banking corporation duly organized and
existing under the laws of the State of New York, as trustee (the “Trustee”).



          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of $300,000,000 aggregate principal
amount of the Company’s 63⁄4% Senior Subordinated Notes due 2014 (the
“Initial Notes”) and, if and when issued in exchange for Initial Notes as
provided in the Registration Rights Agreement (as hereinafter defined), the
Company’s 63⁄4% Senior Subordinated Notes due 2014 (the “Exchange Notes” and,
together with the Initial Notes, the “Original Securities”) and, if and when
issued, such Additional Securities (as defined below) that the Company may from
time to time choose to issue under this Indenture. The Initial Notes are being
offered and sold by the Company pursuant to a Purchase Agreement, dated July
22, 2004, among the Company, Banc of America Securities LLC, Goldman, Sachs &
Co., Deutsche Bank Securities, Credit Suisse First Boston LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Lazard Frères & Co. LLC (the “Purchase
Agreement”). References herein to the “Securities” shall include the Original
Securities and the Additional Securities. All things necessary to make this
Indenture a valid and legally binding agreement of the Company, in accordance
with its terms, have been done, and the Company has done all things necessary
to make the Securities, when executed by the Company, and authenticated and
delivered by the Trustee hereunder and duly issued by the Company, valid and
legally binding obligations of the Company. Each party agrees as follows for
the benefit of the other parties and for the equal and ratable benefit of the
Holders of the Securities.



ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE




          SECTION 1.1. Definitions.



          “Acquired Indebtedness” means Indebtedness (i) of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary
of the Company, or (ii) assumed in connection with the acquisition of assets
from such Person, in each case whether or not incurred by such Person in
connection with such Person becoming a Restricted Subsidiary of the Company or
such acquisition. Acquired Indebtedness shall be deemed to have been incurred,
with respect to clause (i) of the preceding sentence, on the date such Person
becomes a Restricted Subsidiary of the Company and, with respect to clause (ii)
of the preceding sentence, on the date of consummation of such acquisition of
assets.



          “Additional Securities” means, subject to the Company’s compliance with
Sections 2.13 and 4.3, 63⁄4% Senior Subordinated Notes due 2014 that the
Company may issue under this Indenture (substantially in the form of Exhibit A,
in the case of any such Additional Securities issued as Transfer Restricted
Securities, or substantially in the form of Exhibit B, in the case of
Additional Securities issued pursuant to an effective registration statement
under the Securities Act) from time to time after the Issue Date under the
terms of this Indenture (other



 









 





than issuances pursuant to Section 2.6, 2.7, 2.9, 3.6 or 9.5 of this
Indenture and any Exchange Securities issued in respect thereof).




          “Affiliate” means a Person who directly or indirectly through one or more
intermediaries controls, or is controlled by, or is under common control with,
the Company. The term “control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise. Notwithstanding the foregoing, no Person (other than the Company or
any Subsidiary of the Company) in whom a Receivables Entity makes an Investment
in connection with a Qualified Receivables Transaction shall be deemed to be an
Affiliate of the Company or any of its Subsidiaries solely by reason of such
Investment.



          “all or substantially all” shall have the meaning given such phrase in the
Revised Model Business Corporation Act.



          “Apogent” means Apogent Technologies Inc. and its Subsidiaries.



          “Apogent Merger” means the merger of Fox Merger Corporation, a direct,
wholly-owned subsidiary of the Company formed for the purposes of the merger,
with and into Apogent Technologies Inc., pursuant to an Agreement and Plan of
Merger, dated as of March 17, 2004, as amended on April 16, 2004.



          “Apogent Transactions” means (a) the Apogent Merger, (b) the financing for
the Apogent Merger including the entry into the indenture and the offer and
issuance of the notes on the Issue Date and borrowings under the Credit
Facility, (c) any tender offer or exchange offer for Indebtedness of Apogent in
connection with the Apogent Merger and (d) all other transactions relating to
any of the foregoing (including payment of fees and expenses related to any of
the foregoing).



          “Asset Acquisition” means (a) an Investment by the Company or any
Restricted Subsidiary of the Company in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of the Company or any Restricted
Subsidiary of the Company, or shall be merged with or into the Company or any
Restricted Subsidiary of the Company, or (b) the acquisition by the Company or
any Restricted Subsidiary of the Company of the assets of any Person which
constitute all or substantially all of the assets of such Person, any division
or line of business of such Person or any other properties or assets of such
Person other than in the ordinary course of business.



          “Asset Sale” means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary
course of business), assignment or other transfer for value by the Company or
any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than the Company or a Restricted Subsidiary of
the Company of (a) any Capital Stock of any Restricted Subsidiary of the
Company; or (b) any



-2-









 





other property or assets of the Company or any Restricted
Subsidiary of the Company other than in the ordinary course of business;
provided, however, that Asset Sales shall not include (i) any transaction or series of related transactions for which the Company or its
Restricted Subsidiaries receive aggregate consideration of less than
$5,000,000, (ii) the sale, lease, conveyance, disposition or other transfer of
all or substantially all of the assets of the Company as permitted under
Article V, (iii) the sale or discount, in each case without recourse, of
accounts receivable arising in the ordinary course of business, but only in
connection with the compromise or collection thereof, (iv) the factoring of
accounts receivable arising in the ordinary course of business pursuant to
arrangements customary in the industry, (v) the licensing of intellectual
property, (vi) disposals or replacements of obsolete equipment in the ordinary
course of business, (vii) the sale, lease, conveyance, disposition or other
transfer by the Company or any Restricted Subsidiary of assets or property in
transactions constituting Investments that are not prohibited under Section
4.4, (viii) sales of accounts receivable and related assets of the type
specified in the definition of “Qualified Receivables Transaction” to a
Receivables Entity, (ix) transfers of accounts receivable and related assets of
the type specified in the definition of “Qualified Receivables Transaction” (or
a fractional undivided interest therein) by a Receivables Entity in a Qualified
Receivables Transaction and (x) leases or subleases to third persons not
interfering in any material respect with the business of the Company or any of
its Restricted Subsidiaries. For the purposes of clause (viii), Purchase Money
Notes shall be deemed to be cash.




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



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



          “Business Day” means each day which is not a Legal Holiday.



          “Capital Stock” means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated) of corporate stock, including each class of common stock
and preferred stock of such Person and (ii) with respect to any Person that is
not a corporation, any and all partnership or other equity interests of such
Person.



          “Capitalized Lease Obligation” means, as to any Person, the obligations of
such Person under a lease that are required to be classified and accounted for
as capital lease obligations under GAAP and, for purposes of this definition,
the amount of such obligations at



-3-









 





any date shall be the capitalized amount of
such obligations at such date, determined in accordance with GAAP.




          “Cash Equivalents” means (i) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either S&P or Moody’s; (iii) commercial paper maturing no more
than one year from the date of creation thereof and, at the time of
acquisition, having a rating of at least A-1 from S&P or at least P-1 from
Moody’s; (iv) certificates of deposit or bankers’ acceptances (or, with respect
to foreign banks, similar instruments) maturing within one year from the date
of acquisition thereof issued by any bank organized under the laws of the
United States of America or any state thereof or the District of Columbia or
any U.S. branch of a foreign bank having at the date of acquisition thereof
combined capital and surplus of not less than $200,000,000; (v) certificates of
deposit or bankers’ acceptances or similar instruments maturing within one year
from the date of acquisition thereof issued by any foreign bank that is a
lender under the Credit Facility having at the date of acquisition thereof
combined capital and surplus of not less than $500,000,000; (vi) repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in clause (i) above entered into with any bank meeting
the qualifications specified in clause (iv) or clause (v) above; and (vii)
investments in money market funds, including, without limitation, the money
market mutual funds or any other mutual fund comprised of allowable investments
for which the Trustee or an affiliate of the Trustee serves as investment
manager, administrator, shareholder servicing agent, and/or custodian or
subcustodian, notwithstanding that (x) the Trustee or an affiliate of the
Trustee receives fees from such funds for services rendered, (y) the Trustee
charges and collects fees for services rendered pursuant to this Indenture,
which fees are separate from the fees received from such funds, and (z)
services performed for such funds and pursuant to this Indenture may at times
duplicate those provided to such funds by the Trustee or its affiliates, which
invest substantially all their assets in securities of the types described in
clauses (i) through (vi) above.



          “Change of Control” means the occurrence of one or more of the following
events: (i) any sale, lease, exchange or other transfer (in one transaction or
a series of related transactions) of all or substantially all of the assets of
the Company to any Person or group of related Persons (other than one or more
Permitted Holders) for purposes of Section 13(d) of the Exchange Act (a
“Group”), together with any Affiliates thereof (whether or not otherwise in
compliance with the provisions of this Indenture); (ii) the approval by the
holders of Capital Stock of the Company of any plan or proposal for the
liquidation or dissolution of the Company (whether or not otherwise in
compliance with the provisions of this Indenture); (iii) any Person or Group
(other than one or more Permitted Holders) shall become the owner, directly or



-4-









 





indirectly, beneficially or of record, of shares representing 50% or more of
the aggregate ordinary voting power represented by the issued and outstanding
Capital Stock of the Company or (iv) the first day on which a majority of the
members of the Board of Directors of the Company are not Continuing Directors.




          “Change of Control Triggering Event” means the occurrence of a Change of
Control and the failure of the Securities to have a Minimum Rating from each of
S&P and Moody’s on the 30th day after the occurrence of such Change of Control.



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



          “Company” means Fisher Scientific International Inc., a Delaware
corporation, until a successor replaces it and, thereafter, means the successor
and, for purposes of any provision contained herein and required by the TIA,
each other obligor on the indenture securities.



          “Consolidated EBITDA” means, with respect to any Person, for any period,
the sum (without duplication) of (i) Consolidated Net Income and (ii) to the
extent Consolidated Net Income has been reduced thereby, (A) all income taxes
of such Person and its Restricted Subsidiaries paid or accrued in accordance
with GAAP for such period, (B) Consolidated Interest Expense, (C) Consolidated
Non-cash Charges and (D) cash restructuring or nonrecurring charges, not to
exceed $10,000,000 in the aggregate for all periods after the Issue Date.



          “Consolidated Fixed Charge Coverage Ratio” means, with respect to any
Person, the ratio of Consolidated EBITDA of such Person during the four full
fiscal quarters (the “Four Quarter Period”) ending on or prior to the date of
the transaction giving rise to the need to calculate the Consolidated Fixed
Charge Coverage Ratio (the “Transaction Date”) to Consolidated Fixed Charges of
such Person for the Four Quarter Period. In addition to and without limitation
of the foregoing, for purposes of this definition, “Consolidated EBITDA” and
“Consolidated Fixed Charges” shall be calculated after giving effect on a pro
forma basis for the period of such calculation to (i) the incurrence of any
Indebtedness of such Person or any of its Restricted Subsidiaries (and the
application of the proceeds thereof) giving rise to the need to make such
calculation and any incurrence or repayment of other Indebtedness (and the
application of the proceeds thereof) occurring during the Four Quarter Period
or at any time subsequent to the last day of the Four Quarter Period and on or
prior to the Transaction Date, as if such incurrence or repayment, as the case
may be (and the application of the proceeds thereof), occurred on the first day
of the Four Quarter Period, (ii) any Asset Sales or Asset Acquisitions
(including, without limitation, any Asset Acquisition giving rise to the need
to make such calculation as a result of such Person or one of its Restricted
Subsidiaries (including any Person who becomes a Restricted Subsidiary as a
result of the Asset Acquisition) incurring, assuming or otherwise being liable
for Acquired Indebtedness and also including any Consolidated EBITDA (including
pro forma adjustments for cost savings (“Cost Savings Adjustments”) that the
Company reasonably believes in good faith could have been achieved during the
Four Quarter



-5-









 





Period as a result of such acquisition or disposition (provided
that both (A) such cost savings were identified and quantified in an Officers’
Certificate delivered to the Trustee at the time of the consummation of the
acquisition or disposition and (B) with respect to each acquisition or
disposition completed prior to the 90th day preceding such date of
determination, actions were commenced or initiated by the Company within 90
days of such acquisition or disposition to effect such cost savings identified
in such Officers’ Certificate and with respect to any other acquisition or
disposition, such Officers’ Certificate sets forth the specific steps to be
taken within the 90 days after such acquisition or disposition to accomplish
such cost savings) attributable to the assets which are the subject of the
Asset Acquisition or Asset Sale during the Four Quarter Period) occurring
during the Four Quarter Period or at any time subsequent to the last day of the
Four Quarter Period and on or prior to the Transaction Date, as if such Asset
Sale or Asset Acquisition (including the incurrence, assumption or liability
for any such Indebtedness or Acquired Indebtedness) occurred on the first day
of the Four Quarter Period and (iii) any Asset Sales or Asset Acquisitions
(including any Consolidated EBITDA (including any Cost Savings Adjustments)
attributable to the assets which are the subject of the asset acquisition or
asset sale during the Four Quarter Period) that have been made by any Person
that has become a Restricted Subsidiary of the Company or has been merged with
or into the Company or any Restricted Subsidiary of the Company during the Four
Quarter Period or at any time subsequent to the last day of the Four Quarter
Period and on or prior to the Transaction Date that would have constituted
Asset Sales or Asset Acquisitions had such transactions occurred when such
Person was a Restricted Subsidiary of the Company or subsequent to such
Person’s merger into the Company, as if such Asset Sale or Asset Acquisition
(including the incurrence, assumption or liability for any Indebtedness or
Acquired Indebtedness in connection therewith) occurred on the first day of the
Four Quarter Period; provided that to the extent that clause (ii) or (iii) of
this sentence requires that pro forma effect be given to an Asset Sale or Asset
Acquisition, such pro forma calculation shall be based upon the four full
fiscal quarters immediately preceding the Transaction Date of the Person, or
division or line of business of the Person, that is acquired or disposed for
which financial information is available. If such Person or any of its
Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a
third Person, the preceding sentence shall give effect to the incurrence of
such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of
such Person had directly incurred or otherwise assumed such guaranteed
Indebtedness. Furthermore, in calculating “Consolidated Fixed Charges” for
purposes of determining the denominator (but not the numerator) of this
“Consolidated Fixed Charge Coverage Ratio,” (1) interest on outstanding
Indebtedness determined on a fluctuating basis as of the Transaction Date and
which will continue to be so determined thereafter shall be deemed to have
accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness in effect on the Transaction Date; (2) if interest on any
Indebtedness actually incurred on the Transaction Date may optionally be
determined at an interest rate based upon a factor of a prime or similar rate,
a eurocurrency interbank offered rate, or other rates, then the interest rate
in effect on the Transaction Date will be deemed to have been in effect during
the Four Quarter Period; and (3) notwithstanding clause (1) above, interest on
Indebtedness determined o
n a fluctuating basis, to the extent such interest is
covered by agreements relating to





-6-









 








Interest Swap Obligations, shall be deemed to
accrue at the rate per annum resulting after giving effect to the operation of
such agreements.




          “Consolidated Fixed Charges” means, with respect to any Person for any
period, the sum, without duplication, of (i) Consolidated Interest Expense
(excluding amortization or write-off of debt issuance and currency hedging
costs relating to the Apogent Merger and the financing therefor or relating to
retired or existing Indebtedness and amortization or write-off of customary
debt issuance costs relating to future Indebtedness incurred in compliance with
this Indenture) plus (ii) the product of (x) the amount of all dividend
payments on any series of
Preferred Stock of such Person (other than dividends, paid in Qualified
Capital Stock) times (y) a fraction, the numerator of which is one and the
denominator of which is one minus the then current effective consolidated
Federal, state and local tax rate of such Person expressed as a decimal.



          “Consolidated Interest Expense” means, with respect to any Person for any
period, the sum of, without duplication, (i) the aggregate of all cash and
non-cash interest expense with respect to all outstanding Indebtedness of such
Person and its Restricted Subsidiaries, including the net costs associated with
Interest Swap Obligations, for such period determined on a consolidated basis
in conformity with GAAP, and (ii) the interest component of Capitalized Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP.



          “Consolidated Net Income” of the Company means, for any period, the
aggregate net income (or loss) of the Company and its Restricted Subsidiaries
for such period on a consolidated basis, determined in accordance with GAAP;
provided that there shall be excluded therefrom (a) gains and losses from Asset
Sales (without regard to the $5,000,000 limitation set forth in the definition
thereof) or abandonments or reserves relating thereto and the related tax
effects according to GAAP, (b) gains and losses due solely to fluctuations in
currency values and the related tax effects according to GAAP, (c) items
classified as extraordinary, unusual or nonrecurring gains and losses
(including without limitation (v) any charge or expense incurred for employee
bonuses in connection with the Apogent Transactions, (w) any fees, expenses and
charges associated with the Apogent Transactions, (x) any adjustment in the
book value of any inventory acquired in connection with the Apogent Merger, (y)
any charge or expense associated with the entry into and the initial borrowings
under the Existing Credit Facility and the amended and restated receivables
purchase agreement dated as of February 14, 2003 and the cancellation of the
Existing Credit Facility, and (z) any charge or expense associated with the
entry into and the initial borrowings under the Credit Facility and the related
tax effects according to GAAP, (d) the net income (or loss) of any Person
acquired in a pooling of interests transaction accrued prior to the date it
becomes a Restricted Subsidiary of the Company or is merged or consolidated
with the Company or any Restricted Subsidiary of the Company, (e) the net
income of any Restricted Subsidiary of the Company that is not a Subsidiary
Guarantor to the extent that the



-7-









 





declaration of dividends or similar
distributions by that Restricted Subsidiary of the Company of that income is
restricted by contract, operation of law or otherwise (other than (x)
restrictions that have been waived or otherwise released, (y) restrictions
pursuant to the Securities or this Indenture and (z) restrictions in effect on
the Issue Date with respect to a Restricted Subsidiary of the Company), except
that (A) the Company’s equity in the net income of any such Restricted
Subsidiary for such period shall be included in Consolidated Net Income up to
the aggregate amount of any dividend or distribution that was or that could
have been made by such Restricted Subsidiary during such period to the Company
or another Restricted Subsidiary of the Company (subject, in the case of a
dividend that could have been made to another Restricted Subsidiary of the
Company, to the limitation contained in this clause) and (B) the net loss of
such Restricted Subsidiary shall be included to the extent of the proportionate
ownership of the Company or any
of its other Restricted Subsidiaries in such Restricted Subsidiary, (f)
the net loss of any Person other than a Restricted Subsidiary of the Company,
(g) the net income of any Person, other than a Restricted Subsidiary of the
Company, except to the extent of cash dividends or distributions paid to the
Company or a Restricted Subsidiary of the Company by such Person unless, in the
case of a Restricted Subsidiary of the Company who receives such dividends or
distributions, such Restricted Subsidiary is subject to clause (e) above, (h)
any one-time non-cash compensation charges, and any non-cash compensation
charge arising from any grant of stock, stock options or other equity-based
awards, (i) all deferred financing costs written off and premiums paid in
connection with any early extinguishment of Indebtedness and (j) any unrealized
gains or losses in respect of Currency Agreements.




          “Consolidated Non-cash Charges” means, with respect to any Person for any
period, the aggregate depreciation, amortization and other non-cash expenses of
such Person and its Restricted Subsidiaries reducing Consolidated Net Income of
such Person and its Restricted Subsidiaries of the Company for such period,
determined on a consolidated basis in accordance with GAAP (excluding any such
charges which require an accrual of or a reserve for cash charges for any
future period).



          “Consolidated Total Assets” means, as of any date of determination, the
total assets shown on the consolidated balance sheet of the Company and its
Restricted Subsidiaries as of the most recent date for which such a balance
sheet is available, determined on a consolidated basis in accordance with GAAP
(and, in the case of any determination relating to any incurrence of
Indebtedness or any Investment, on a pro forma basis including any property or
assets being acquired in connection therewith).



          “Continuing Directors” means, as of any date of determination, any member
of the Board of Directors of the Company who (i) was a member of such Board of
Directors on the Issue Date, (ii) was nominated for election or elected to such
Board of Directors with, or whose election to such Board of Directors was
approved by, the affirmative vote of a majority of the Continuing Directors who
were members of such Board of Directors at the time of such



-8-









 





nomination or
election or (iii) is any designee of a Permitted Holder or was nominated by a
Permitted Holder or any designees of a Permitted Holder on the Board of
Directors.




          “Corporate Trust Office” means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, Floor 8 West, New
York, New York 10286, Attention: Corporate Trust Administration, or such other
address as the Trustee may designate form time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from
time to time by notice to the Holders and the Company).



          “Credit Facility” means the credit agreement dated as of the date of
consummation of the Apogent Merger, among the Company, the other borrowers
party thereto from time to time, if any, the lenders party thereto from time to
time and Bank of America, N.A., as administrative agent, together with the
related documents thereto (including, without
limitation, any guarantee agreements, promissory notes and collateral
documents), in each case as such agreements may be amended, supplemented or
otherwise modified from time to time, or refunded, refinanced, restructured,
replaced, renewed, repaid or extended from time to time (whether with the
original agents and lenders or other agents and lenders or otherwise, and
whether provided under the original Credit Facility or one or more other credit
agreements or otherwise) including, without limitation, to increase the amount
of available borrowings thereunder or to add Restricted Subsidiaries as
additional borrowers or guarantors or otherwise.



          “Currency Agreement” means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary of the Company against fluctuations in
currency values.



          “Default” means an event or condition the occurrence of which is, or with
the lapse of time or the giving of notice or both would be, an Event of
Default.



          “Designated Noncash Consideration” means any noncash consideration
received by the Company or one of its Restricted Subsidiaries in connection
with an Asset Sale that is so designated as Designated Noncash Consideration
pursuant to an Officer’s Certificate, setting forth the basis of the
determination by the Board of Directors of the Company of the fair market value
of such noncash consideration.



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



          “Designated Senior Indebtedness” means (i) Bank Indebtedness and (ii) any
other Senior Indebtedness which, at the date of determination, has an aggregate
principal amount outstanding of, or under which, at the date of determination,
the holders thereof, are committed



-9-









 





to lend up to, at least $25,000,000 and is
specifically designated by the Company in the instrument evidencing or
governing such Senior Indebtedness or another writing as “Designated Senior
Indebtedness” for purposes of this Indenture.




          “Disqualified Capital Stock” means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event (other than an event which would constitute a Change of Control
Triggering Event), matures (excluding any maturity as the result of an optional
redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the sole option of
the holder thereof (except, in each case, upon the occurrence of a Change of
Control Triggering Event) on or prior to the final maturity date of the
Securities.



          “Equity Offering” means a sale of Qualified Capital Stock of the Company.



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



          “Existing Credit Facility” means the credit agreement dated as of February
14, 2003, as amended, among Fisher, the other borrowers thereto from time to
time, if any, the lenders party thereto from time to time and Duetsche Bank AG,
as administrative agent, together with the related documents thereto
(including, without limitation, any guarantee agreements, promissory notes and
collateral documents), in each case as such agreements have been amended,
supplemented or otherwise modified from time to time.



          “Existing Senior Notes” means any of (i) the Company’s existing 7 1/8%
Senior Notes due 2005 issued under the Senior Debt Securities Indenture dated
as of December 18, 1995 and (ii) the Company’s existing 2.50% Convertible
Senior Notes due October 1, 2023 issued under the indenture dated as of July 7,
2003, and any notes issued in exchange therefor under such indenture.



          “Existing Senior Subordinated Notes” means any of (i) the Company’s
existing 8 1/8% Senior Subordinated Notes due 2012 issued under the indenture
April 24, 2002, (ii) the Company’s existing 8% Senior Subordinated Notes due
2013 issued under an indenture dated as of August 20, 2003, and (iii) the
Company’s existing 3.25% Convertible Senior Subordinated Notes due 2024 issued
under an indenture dated as of January 20, 2004 and a Supplemental Indenture
dated as of March 3, 2004.



          “fair market value” means, unless otherwise specified, with respect to any
asset or property, the price which could be negotiated in an arm’s-length, free
market transaction, for cash, between a willing seller and a willing and able
buyer, neither of whom is under undue pressure or compulsion to complete the
transaction. Fair market value shall be determined by the Board of Directors
of the Company acting reasonably and in good faith and shall be evidenced by a
resolution of the Board of Directors of the Company delivered to the Trustee.



-10-









 





          “Foreign Subsidiary” means a Restricted Subsidiary of the Company (i) that
is organized in a jurisdiction other than the United States of America or a
state thereof or the District of Columbia and (ii) with respect to which at
least 90% of its sales (as determined in accordance with GAAP) are generated by
operations located in jurisdictions outside the United States of America.



          “GAAP” means generally accepted accounting principles in the United States
of America as in effect on the Issue Date, including, without limitation, those
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession.



          “guarantee” means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and
any obligation, direct or indirect, contingent or otherwise, of such Person (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness 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 (ii) entered into for purposes of assuring in any
other manner the obligee of such Indebtedness 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” shall not include endorsements for
collection or deposit in the ordinary course of business.



          “Holder” or “Securityholder” means the Person in whose name a Security is
registered on the Registrar’s books.



          “Indebtedness” means with respect to any Person, without duplication, (i)
all obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all Capitalized Lease Obligations of such Person, (iv) all obligations of
such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all obligations under any title retention
agreement (but excluding trade accounts payable arising in the ordinary course
of business), (v) all obligations for the reimbursement of any obligor on any
letter of credit, banker’s acceptance or similar credit transaction, (vi)
guarantees and other contingent obligations in respect of Indebtedness referred
to in clauses (i) through (v) above and clause (viii) below, (vii) all
obligations of any other Person of the type referred to in clauses (i) through
(vi) which are secured by any Lien on any property or asset of such Person but
which obligations are not assumed by such Person, the amount of such obligation
being deemed to be the lesser of the fair market value of such property or
asset or the amount of the obligation so secured, (viii) all obligations under
currency swap agreements and interest swap agreements of such Person and (ix)
all Disqualified Capital Stock issued by such Person with the amount of
Indebtedness



-11-









 





represented by such Disqualified Capital Stock being equal to the
greater of its voluntary or involuntary liquidation preference and its maximum
fixed repurchase price, but excluding accrued dividends, if any. For purposes
hereof, (x) the “maximum fixed repurchase price” of any Disqualified Capital
Stock which does not have a fixed repurchase price shall be calculated in
accordance with the terms of such Disqualified Capital Stock as if such
Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such
price is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value shall be determined reasonably and in
good faith by the Board of Directors of the issuer of such Disqualified Capital
Stock and (y) any transfer of accounts receivable or other assets which
constitute a sale for purposes of GAAP shall not constitute Indebtedness
hereunder.




          “Indenture” means this Indenture as amended or supplemented from time to
time.



          “Interest Swap Obligations” means the obligations of any Person, pursuant
to any arrangement with any other Person, whereby, directly or indirectly, such
Person is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed rate of interest on a stated notional
amount in exchange for periodic payments made by such other Person calculated
by applying a fixed or a floating rate of interest on the same notional amount.



          “Investment” by any Person in any other Person means, with respect to any
Person, any direct or indirect loan or other extension of credit (including,
without limitation, a guarantee) or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition by
such Person of any Capital Stock, bonds, notes, debentures or other securities
or evidences of Indebtedness issued by, such other Person. “Investment” shall
exclude extensions of trade credit by the Company and its Restricted
Subsidiaries on commercially reasonable terms in accordance with normal trade
practices of the Company or such Restricted Subsidiary, as the case may be, and
any guarantees. For the purposes of Section 4.4, (i) the Company shall be
deemed to have made an “Investment” equal to the fair market value of the net
assets of any Restricted Subsidiary at the time that such Restricted Subsidiary
is designated an Unrestricted Subsidiary and the aggregate amount of
Investments made since the Issue Date shall exclude (to the extent the
designation as an Unrestricted Subsidiary was included as a Restricted Payment)
the fair market value of the net assets of any Unrestricted Subsidiary at the
time that such Unrestricted Subsidiary is designated a Restricted Subsidiary
not to exceed the amount of the Investment deemed made at the date of
designation thereof as an Unrestricted Subsidiary, and (ii) the amount of any
Investment shall be the original cost of such Investment plus the cost of all
additional Investments by the Company or any of its Restricted Subsidiaries,
without any adjustments for increases or decreases in value, or write-ups,
writedowns or write-offs with respect to such Investment, reduced by the
payment of dividends or distributions (including tax sharing payments) in
connection with such Investment or any other amounts received in respect



-12-









 





of
such Investment; provided that no such payment of dividends or distributions or
receipt of any such other amounts shall reduce the amount of any Investment if
such payment of dividends or distributions or receipt of any such amounts would
be included in Consolidated Net Income.




          “Issue Date” means August 3, 2004.



          “Joint Venture” means a corporation, partnership or other business entity,
other than a Subsidiary of the Company, engaged or proposed to be engaged in
the same or a similar line of business as the Company in which the Company
owns, directly or indirectly, not less than 20% and not more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers and trustees
thereof, with the balance of the ownership interests being held by one or more
investors.



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



          “Management Stockholders” means Paul M. Montrone, Paul M. Meister and
individuals who are officers, directors, employees and other members of the
management of the Company as of the Issue Date, or immediate family members or
relatives thereof, or trusts or partnerships for the benefit of, or companies
or other entities owned by, any of the foregoing, or any of their heirs,
executors, successors or legal representatives, who at any particular date
shall
beneficially own or have the right to acquire directly or indirectly,
common stock of the Company.



          “Minimum Rating” means (i) in respect of S&P, a rating of at least BBB-
(or equivalent successor rating) and (ii) in the case of Moody’s, a rating of
at least Baa3 (or equivalent successor rating).



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



          “Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in
the form of cash or Cash Equivalents including payments in respect of deferred
payment obligations when received in the form of cash or Cash Equivalents
(other than the portion of any such deferred payment constituting interest)
received by the Company or any of its Restricted Subsidiaries from such Asset
Sale net of (a) out-of-pocket expenses and fees relating to such Asset Sale
(including, without limitation, legal, accounting and investment banking fees
and sales commissions), (b) taxes paid or payable after taking into account any
reduction in consolidated tax liability due to available tax credits or
deductions and any tax sharing arrangements, (c) repayment of Senior
Indebtedness that is required to be repaid in connection with such Asset Sale,
(d) any portion of cash proceeds which the Company determines in good faith
should be reserved for post-closing adjustments, it being understood and agreed
that on the



-13-









 





day that all such post-closing adjustments have been determined,
the amount (if any) by which the reserved amount in respect of such Asset Sale
exceeds the actual post-closing adjustments payable by the Company or any of
its Subsidiaries shall constitute Net Cash Proceeds on such date; provided
that, in the case of the sale by the Company of an asset constituting an
Investment made after the Issue Date (other than a Permitted Investment), the
“Net Cash Proceeds” in respect of such Asset Sale shall not include the lesser
of (x) the cash received with respect to such Asset Sale and (y) the initial
amount of such Investment, less, in the case of clause (y), all amounts (up to
an amount not to exceed the initial amount of such Investment) received by the
Company with respect to such Investment, whether by dividend, sale, liquidation
or repayment, in each case prior to the date of such Asset Sale.




          “Obligations” means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness, without
duplication.



          “Offering Memorandum” means the Offering Memorandum dated July 22, 2004
relating to the Initial Notes; provided that after the issuance of Exchange
Notes, all references herein to “Offering Memorandum” shall be deemed
references to the prospectus relating to the Exchange Notes.



          “Officer” means the Chairman of the Board, the Vice Chairman of the Board,
the President, any Vice President, the Treasurer or the Secretary of the
Company, as applicable.



          “Officers’ Certificate” means a certificate signed by two Officers.



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



          “Permitted Holder” means and includes (i) the Management Stockholders,
(ii) any corporation the outstanding voting power of the Capital Stock of which
is beneficially owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of the voting
power of the Capital Stock of the Company, (iii) any Plan, (iv) any underwriter
during the period engaged in a firm commitment underwriting on behalf of the
Company with respect to the shares of Capital Stock being underwritten or (v)
the Company or any Subsidiary of the Company.



          “Permitted Indebtedness” means, without duplication, (i) the Original
Securities, (ii) the Existing Senior Notes and Existing Senior Subordinated
Notes, (iii) Indebtedness incurred pursuant to the Credit Facility in an
aggregate principal amount at any time outstanding not to exceed in the
aggregate the amount equal to (A) $1,500,000,000, plus (B) in the case of any
refinancing of the Credit Facility or any portion thereof, the aggregate fees,
underwriting discounts, premiums and other costs and expenses incurred in
connection with such refinancing,



-14-









 





(iv) Indebtedness of Foreign Subsidiaries
incurred solely for working capital purposes of such Foreign Subsidiaries, (v)
Indebtedness of the Company and its Restricted Subsidiaries outstanding on the
Issue Date (other than indebtedness described in clause (i), (ii) or (iii)
above), (vi) Interest Swap Obligations of the Company or any of its Restricted
Subsidiaries covering Indebtedness of the Company or any of its Restricted
Subsidiaries, provided that any Indebtedness to which any such Interest Swap
Obligations correspond is otherwise permitted to be incurred under this
Indenture; provided, further, that such Interest Swap Obligations are entered
into, in the judgment of the Company to protect the Company and its Restricted
Subsidiaries from fluctuation in interest rates on their respective outstanding
Indebtedness, (vii) Indebtedness of the Company or any of its Restricted
Subsidiaries under Currency Agreements entered into, in the judgment of the
Company, to protect the Company or such Restricted Subsidiary of the Company
from fluctuation in foreign currency exchange rates, (viii) Indebtedness owed
by any Restricted Subsidiary of the Company to the Company or any Restricted
Subsidiary of the Company or by the Company to any Restricted Subsidiary of the
Company, (ix) Acquired Indebtedness of the Company or any Restricted Subsidiary
of the Company to the extent the Company could have incurred such Indebtedness
in accordance with clause (i) or (ii) of the first proviso to Section 4.3 on
the date such Indebtedness became Acquired Indebtedness; provided that, in the
case of Acquired Indebtedness of a Restricted Subsidiary of the Company, such
Acquired Indebtedness was not incurred in connection with such Person becoming
a Restricted Subsidiary of the Company, (x) Indebtedness arising from the
honoring by a bank or other financial institution of a check, draft or other
similar instrument drawn against insufficient funds in the ordinary course of
business, (xi) any refinancing, modification, replacement, renewal,
restatement, refunding, deferral, extension, substitution, supplement,
reissuance or resale of existing or future Indebtedness, including any
additional Indebtedness incurred to pay interest or premiums required by the
instruments governing such existing or future Indebtedness as in effect at the
time of issuance thereof (“Required
Premiums”) and fees in connection therewith; provided that any such event
shall not (1) result in an increase in the aggregate principal amount of
Permitted Indebtedness (except to the extent such increase is a result of a
simultaneous incurrence of additional Indebtedness (A) to pay Required Premiums
and related fees or (B) otherwise permitted to be incurred under this
Indenture) of the Company and its Restricted Subsidiaries and (2) other than
with respect to Senior Indebtedness, create Indebtedness with a Weighted
Average Life to Maturity at the time of such Indebtedness is incurred that is
less than the Weighted Average Life to Maturity of such time of the
Indebtedness being refinanced, modified, replaced, renewed, restated, refunded,
deferred, extended, substituted, supplemented, reissued or resold (except that
this subclause (2) will not apply in the event the Indebtedness being
refinanced, modified, replaced, renewed, restated, refunded, deferred,
extended, substituted, supplemented, reissued or resold was originally incurred
in reliance upon clause (viii) or (xvii) of this definition); provided that no
Restricted Subsidiary of the Company may refinance any Indebtedness pursuant to
this clause (xi) other than its own Indebtedness, (xii) Indebtedness (including
Capitalized Lease Obligations) incurred by the Company or any Restricted
Subsidiary to finance the purchase, lease or improvement of property (real or
personal) or equipment (whether through the direct





-15-









 








purchase of assets or the
Capital Stock of any Person owning such assets) in an aggregate principal
amount outstanding not to exceed the greater of $200,000,000 and 3.0% of
Consolidated Total Assets at the time of any incurrence thereof (which amount
shall be deemed not to include any such Indebtedness incurred in whole or in
part under the Credit Facility to the extent permitted by clause (iii) above),
(xiii) the incurrence by a Receivables Entity of Indebtedness in a Qualified
Receivables Transaction that is not recourse to the Company or any Restricted
Subsidiary of the Company (except for Standard Securitization Undertakings),
and the incurrence by a Receivables Entity of Indebtedness under a Purchase
Money Note, (xiv) Indebtedness incurred by the Company or any of its Restricted
Subsidiaries constituting reimbursement obligations with respect to letters of
credit issued in the ordinary course of business, including, without
limitation, letters of credit in respect of workers’ compensation claims or
self-insurance, or other Indebtedness with respect to reimbursement type
obligations regarding workers’ compensation claims, (xv) Indebtedness arising
from agreements of the Company or a Restricted Subsidiary of the Company
providing for indemnification, adjustment of purchase price, earn out or other
similar obligations, in each case, incurred or assumed in connection with the
disposition of any business, assets or a Restricted Subsidiary of the Company,
other than guarantees of Indebtedness incurred by any Person acquiring all or
any portion of such business, assets or Restricted Subsidiary of the Company
for the purpose of financing such acquisition; provided that the maximum
assumable liability in respect of all such Indebtedness shall at no time exceed
the gross proceeds actually received by the Company and its Restricted
Subsidiaries in connection with such disposition, (xvi) obligations in respect
of performance and surety bonds and completion guarantees provided by the
Company or any Restricted Subsidiary of the Company in the ordinary course of
business, (xvii) Indebtedness consisting of guarantees (a) by the Company of
Indebtedness, leases and any other obligation or liability permitted to be
incurred under this Indenture by Restricted Subsidiaries of the Company, and
(b) subject to Section 4.11, by Restricted Subsidiaries of the Company of
Indebtedness, leases and any other obligation or liability permitted to be
incurred under this Indenture by the Company or other Restricted Subsidiaries
of the Company, and (xviii) Acquired Indebtedness
acquired as part of the Apogent Transactions, and (xix) additional
Indebtedness of the Company or any Restricted Subsidiary of the Company in an
aggregate principal amount not to exceed the greater of $200,000,000 and 3.0%
of Consolidated Total Assets at any one time outstanding.




          “Permitted Investments” means (i) Investments by the Company or any
Restricted Subsidiary of the Company in any Restricted Subsidiary of the
Company (whether existing on the Issue Date or created thereafter) and
Investments in the Company by any Restricted Subsidiary of the Company; (ii)
cash and Cash Equivalents; (iii) Investments existing on the Issue Date; (iv)
loans and advances to employees, officers and directors of the Company and its
Restricted Subsidiaries not in excess of $10,000,000 at any one time
outstanding; (v) accounts receivable owing to the Company or any Restricted
Subsidiary of the Company created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms;
provided, however, that such trade terms may include such concessionary trade
terms as the Company or such Restricted Subsidiary of the Company deems
reasonable



-16-









 





under the circumstances; (vi) Currency Agreements and Interest Swap
Obligations entered into by the Company or any of its Restricted Subsidiaries
for bona fide business reasons and not for speculative purposes and otherwise
in compliance with this Indenture; (vii) Investments in securities of or other
investments in trade creditors or customers received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers; (viii) Investments in the Securities, Existing
Senior Notes or the Existing Senior Subordinated Notes; (ix) Investments by the
Company or any Restricted Subsidiary of the Company in a Person, if as a result
of such Investment (A) such Person becomes a Restricted Subsidiary of the
Company or (B) such Person is merged, consolidated or amalgamated with or into,
or transfers or conveys all or substantially all of its assets to, or is
liquidated into, the Company or a Restricted Subsidiary of the Company; (x)
additional Investments having an aggregate fair market value, taken together
with all other Investments made pursuant to this clause (x) that are at the
time outstanding, not to exceed the greater of $150,000,000 and 5.0% of
Consolidated Total Assets at the time of such Investment (with the fair market
value of each Investment being measured at the time made and without giving
effect to subsequent changes in value), plus an amount equal to (A) 100% of the
aggregate net cash proceeds received by the Company from any Person (other than
a Subsidiary of the Company) from the issuance and sale subsequent to the Issue
Date of Qualified Capital Stock of the Company (including Qualified Capital
Stock issued upon the conversion of convertible Indebtedness or in exchange for
outstanding Indebtedness or as capital contributions to the Company (other than
from a Subsidiary)) and (B) without duplication of any amounts included in
clause (x)(A) above, 100% of the aggregate net cash proceeds of any equity
contribution received by the Company from a holder of the Company’s Capital
Stock, that in the case of amounts described in clause (x)(A) or (x)(B) are
applied by the Company within 180 days after receipt, to make additional
Permitted Investments under this clause (x) (such additional Permitted
Investments being referred to collectively as “Stock Permitted Investments”);
(xi) any Investment by the Company or a Restricted Subsidiary of the Company in
a Receivables Entity or any Investment by a Receivables Entity in any other
Person in connection with a Qualified Receivables Transaction, including
investments of funds held in accounts permitted or required by the arrangements
governing such Qualified Receivables Transaction or any related Indebtedness;
provided that any
Investment in a Receivables Entity is in the form of a Purchase Money
Note, contribution of additional Receivables or an equity interest; (xii)
Investments received by the Company or its Restricted Subsidiaries as
consideration for asset sales, including Asset Sales; provided in the case of
an Asset Sale, (A) such Investment does not exceed 25% of the consideration
received for such Asset Sale and (B) such Asset Sale is otherwise effected in
compliance with Section 4.6; (xiii) Investments by the Company or its
Restricted Subsidiaries in Joint Ventures in an aggregate amount not in excess
of $150,000,000; and (xiv) that portion of any Investment where the
consideration provided by the Company is Capital Stock of the Company (other
than Disqualified Capital Stock). Any net cash proceeds that are used by the
Company or any of its Restricted Subsidiaries to make Stock Permitted
Investments pursuant to clause (x) of this definition shall not be included in
subclause (v) or (w) of clause (iii) of the first paragraph of Section 4.4.




-17-









 








          “Permitted Liens” means the following types of Liens:




     (i) Liens securing the Securities or the Existing Senior Notes;




     (ii) Liens securing Acquired Indebtedness; provided that such Liens
do not extend to or cover any property or assets of the Company or of any
of its Restricted Subsidiaries other than the property or assets that
secured the Acquired Indebtedness prior to the time such Indebtedness
became Acquired Indebtedness of the Company or a Restricted Subsidiary of
the Company;




     (iii) Liens existing on the Issue Date, together with any Liens
securing Indebtedness permitted to be incurred under this Indenture in
order to refinance the Indebtedness secured by Liens existing on the
Issue Date; provided that the Liens securing the refinancing Indebtedness
shall not extend to property (plus improvements accessions, proceeds or
distributions in respect thereof) other than that securing the
Indebtedness being refinanced;




     (iv) Liens in favor of the Company on the property or assets, or any
proceeds, income or profit therefrom, of any Restricted Subsidiary of the
Company;




     (v) Liens on property existing at the time of acquisition thereof by
the Company or a Restricted Subsidiary of the Company, other than Liens
securing Acquired Indebtedness; provided that such Liens were in
existence prior to such acquisition and do not extend to any property
other than the property so acquired by the Company or a Restricted
Subsidiary of the Company;




     (vi) Liens on property of a Person at the time such Person is merged
or consolidated with the Company or a Restricted Subsidiary of the
Company, other than Liens securing Acquired Indebtedness; provided that
such Liens were in existence prior to such merger or consolidation and do
not extend to any assets other than those of the Person merged or
consolidated with the Company or a Restricted Subsidiary of the Company;
and




     (vii) other Liens securing Senior Subordinated Indebtedness,
provided that the maximum aggregate amount of outstanding obligations
secured thereby shall not at any time exceed $15,000,000 .



          “Person” means an individual, partnership, corporation, unincorporated
organization, trust or joint venture, or a governmental agency or political
subdivision thereof or any other entity.



          “Plan” means any employee benefit plan, retirement plan, deferred
compensation plan, restricted stock plan, health, life, disability or other
insurance plan or program, employee



-18-









 





stock purchase plan,
employee stock ownership plan, pension plan, stock option plan or similar plan or arrangement
of the Company or any Subsidiary of the Company, or other successor plan
thereof, and “Plans” shall have a correlative meaning.




          “Preferred Stock” of any Person means any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemptions or upon liquidation.



          “Productive Assets” means assets (including Capital Stock of a Person that
directly or indirectly own assets) of a kind used or usable in the business of
the Company and its Restricted Subsidiaries as, or related to such business,
conducted on the date of the relevant Asset Sale.



          “Purchase Money Note” means a promissory note of a Receivables Entity
evidencing a line of credit, which may be irrevocable, from the Company or any
Subsidiary of the Company in connection with a Qualified Receivables
Transaction to a Receivables Entity, which note (a) shall be repaid from cash
available to the Receivables Entity, other than (i) amounts required to be
established as reserves pursuant to agreements, (ii) amounts paid to investors
in respect of interest, (iii) principal and other amounts owing to such
investors and amounts owing to such investors and (iv) amounts paid in
connection with the purchase of newly generated receivables and (b) may be
subordinated to the payments described in (a).



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



          “QIB” means any “qualified institutional buyer” (as defined under the
Securities Act).



          “Qualified Capital Stock” means any stock that is not Disqualified Capital
Stock.



          “Qualified Receivables Transaction” means any transaction or series of
transactions that may be entered into by the Company or any of its Subsidiaries
pursuant to which the Company or any or its Subsidiaries may sell, convey or
otherwise transfer to (a) a
Receivables Entity (in the case of a transfer by the Company or any of its
Subsidiaries) and (b) any other Person (in the case of a transfer by a
Receivables Entity), or may grant a security interest in, any accounts
receivable (whether now existing or arising in the future) of the Company or
any of its Subsidiaries, and any assets related thereto including, without
limitation, all collateral securing such accounts receivable, all contracts and
all guarantees or other obligations in respect of such accounts receivable,
proceeds of such accounts receivable and other assets which are customarily
transferred or in respect of which security interests are customarily granted
in connection with asset securitization transactions involving accounts



-19-









 





receivable. The grant of a security interest in any accounts receivable of the
Company or any of its Restricted Subsidiaries to secure Bank Indebtedness shall
not be deemed a Qualified Receivables Transaction.




          “Receivables Entity” means a Wholly Owned Subsidiary of the Company (or
another Person in which the Company or any Subsidiary of the Company makes an
Investment and to which the Company or any Subsidiary of the Company transfers
accounts receivable and related assets) which engages in no activities other
than in connection with the financing of accounts receivable, all proceeds
thereof and all rights (contractual or other), collateral and other assets
relating thereto, and any business or activities incidental or related to such
business, and which is designated by the Board of Directors of the Company (as
provided below) as a Receivables Entity (a) no portion of the Indebtedness or
any other Obligations (contingent or otherwise) of which (i) is guaranteed by
the Company or any Subsidiary of the Company (excluding guarantees of
Obligations (other than the principal of, and interest on, Indebtedness)
pursuant to Standard Securitization Undertakings), (ii) is recourse to or
obligates the Company or any Subsidiary of the Company in any way other than
pursuant to Standard Securitization Undertakings or (iii) subjects any property
or asset of the Company or any Subsidiary of the Company, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than
pursuant to Standard Securitization Undertakings, (b) with which neither the
Company nor any Subsidiary of the Company has any material contract, agreement,
arrangement or understanding other than on terms which the Company reasonably
believes to be no less favorable to the Company or such Subsidiary than those
that might be obtained at the time from Persons that are not Affiliates of the
Company, other than fees payable in the ordinary course of business in
connection with servicing accounts receivable, and (c) to which neither the
Company nor any Subsidiary of the Company has any obligation to maintain or
preserve such entity’s financial condition or cause such entity to achieve
certain levels of operating results other than through the contribution of
additional Receivables, related security and collections thereto and proceeds
of the foregoing. Any such designation by the Board of Directors of the
Company shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Board of Directors of the Company
giving effect to such designation and an Officers’ Certificate certifying that
such designation complied with the foregoing conditions.



          “Registered Exchange Offer” shall mean an offer by the Company to exchange
Initial Securities for Exchange Securities issued pursuant to an effective
registration statement under the Securities Act.



          “Registration Rights Agreement” means the Registration Rights Agreement,
dated August 20, 2003, by and among the Company, Banc of America Securities
LLC, Goldman, Sachs & Co., Deutsche Bank Securities, Credit Suisse First Boston
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Lazard Frères & Co.
LLC, as such agreement my be amended, modified or supplemented from time to
time and, with respect to any Additional Securities, one or more registration
rights agreements between the Company and the other parties thereto, as



-20-









 





such
agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to certain purchasers of Additional
Securities with respect to the registration of certain Additional Securities
under the Securities Act.




          “Representative” means the indenture trustee or other trustee, agent or
representative in respect of any Designated Senior Indebtedness; provided that
if, and for so long as, any Designated Senior Indebtedness lacks such a
representative, then the Representative for such Designated Senior Indebtedness
shall at all times constitute the holders of a majority in outstanding
principal amount of such Designated Senior Indebtedness in respect of any
Designated Senior Indebtedness.



          “Restricted Subsidiary” of any Person means any Subsidiary of such Person
which at the time of determination is not an Unrestricted Subsidiary.



          “S&P” means Standard & Poor’s Ratings Service and its successors.



          “Sale and Leaseback Transaction” means any direct or indirect arrangement
with any Person or to which any such Person is a party, providing for the
leasing to the Company or a Restricted Subsidiary of any property, whether
owned by the Company or any Restricted Subsidiary at the Issue Date or later
acquired, which has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such Person or to any other Person from whom funds
have been or are to be advanced by such Person on the security of such
property.



          “Secured Indebtedness” means any Indebtedness of the Company secured by a
Lien.



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



          “Securityholder” or “Holder” means the Person in whose name a Security is
registered on the Registrar’s books.



          “Securities Custodian” means the trustee as custodian for the Depository.



          “Senior Indebtedness” means (i) Bank Indebtedness and (ii) all
Indebtedness of the Company including interest thereon (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company or any Restricted Subsidiary of the
Company whether or not a claim for post-filing interest is allowed in such
proceedings), whether outstanding on the Issue Date or thereafter incurred,
unless in the instrument creating or evidencing the same or pursuant to which
the same is outstanding it is expressly provided that
such obligations are not superior in right of payment to the Securities;
provided, however, that Senior Indebtedness shall not include (1) any
obligation of the Company to any Subsidiary of the Company, (2) any liability
for Federal, state, local or other taxes owed or owing by the Company, (3) any
accounts payable or other liability to trade creditors arising in the ordinary



-21-









 





course of business (including guarantees thereof or instruments evidencing such
liabilities), (4) any Indebtedness of the Company which is expressly
subordinate in right of payment to any other Indebtedness of the Company,
including any Senior Subordinated Indebtedness and any Subordinated
Obligations, (5) any obligations with respect to any Capital Stock or (6) that
portion of any Indebtedness incurred in violation of Section 4.3 (but, as to
any such obligation, no such violation shall be deemed to exist for purposes of
this clause (6) if the holders(s) of such obligation or their representative
and the Trustee shall have received an Officers’ Certificate of the Company to
the effect that the incurrence of such Indebtedness does not (or, in the case
of revolving credit Indebtedness, that the incurrence of the entire committed
amount thereof at the date on which the initial borrowing thereunder is made
would not) violate such provisions of this Indenture).




          “Senior Subordinated Indebtedness” means the Securities, the Existing
Senior Subordinated Notes and any other Indebtedness of the Company that
specifically provides that such Indebtedness is to rank pari passu with the
Securities and is not by its express terms subordinate in right of payment to
any Indebtedness of the Company which is not Senior Indebtedness.



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



          “Standard Securitization Undertakings” means representations, warranties,
covenants and indemnities entered into by the Company or any Subsidiary of the
Company which the Company reasonably believes to be customary in an accounts
receivable transaction.



          “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.



          “Subordinated Obligation” means any Indebtedness of the Company (whether
outstanding on the Issue Date or thereafter incurred) which is expressly
subordinate in right of payment to the Securities pursuant to a written
agreement.



          “Subsidiary” means, with respect to any Person, (i) any corporation of
which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
shall at the time be owned, directly or indirectly, by such Person or (ii) any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.



          “Subsidiary Guarantor” means a Restricted Subsidiary of the Company that
executes and delivers a supplemental indenture pursuant to Section 4.11.



-22-









 





          “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb),
as amended, as in effect on the date of this Indenture.



          “Transfer Restricted Securities” means Securities that bear or are
required to bear the legend set forth in Section 2.6(d) hereof.



          “Trust Officer” means any officer of the Trustee assigned by the Trustee
to administer this Indenture, or in the case of a successor trustee, an officer
assigned to the department, division or group performing the corporation trust
work of such successor and assigned to administer this Indenture.



          “Unrestricted Subsidiary” of any Person means (i) any Subsidiary of such
Person that at the time of determination shall be or continue to be designated
an Unrestricted Subsidiary by the Board of Directors of such Person in the
manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors may designate any Subsidiary (including any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless
such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any
property of, the Company or any other Restricted Subsidiary of the Company that
is not a Subsidiary of the Subsidiary to be so designated; provided that (A)
such designation was made at or prior to the Issue Date, (B) the Subsidiary to
be so designated has total consolidated assets of $1,000 or less or (C) if such
Subsidiary has consolidated assets greater than $1,000, then the Company
certifies to the Trustee that such designation complies with Section 4.4 and
that each Subsidiary to be so designated and each of its Subsidiaries has not
at the time of designation, and does not thereafter, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable with
respect to any Indebtedness pursuant to which the lender has recourse to any of
the assets of the Company or any of its Restricted Subsidiaries. The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary of the Company only if (x) immediately after giving effect to such
designation and treating all Indebtedness of such Unrestricted Subsidiary as
being incurred on such date, the Company is able to incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) in compliance with
Section 4.3 or (y) the Consolidated Fixed Charge Coverage Ratio would be
greater than it was immediately prior to such designation, and in each case no
Default or Event of Default shall have occurred and be continuing. Any such
designation by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution giving effect to such
designation and an Officers’ Certificate certifying that such designation
complies with the foregoing provisions.



          “U.S. Government Obligations” means direct obligations of, and obligations
guaranteed by, the United States of America for the payment of which the full
faith and credit of the United States of America is pledged.



          “U.S. Legal Tender” means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.



-23-









 





          “Weighted Average Life to Maturity” means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.



          “Wholly Owned Subsidiary” means any Restricted Subsidiary of the Company
all the outstanding voting securities of which (other than directors,
qualifying shares or an immaterial amount of shares required to be owned by
other Persons pursuant to applicable law) are owned, directly or indirectly, by
the Company.



          SECTION 1.2. Other Definitions.



	 	 	 	 	 
	 	 	Defined in
	Term
	 	Section

	“Affiliate Transaction”
	 	 	4.7	 
	“Agent Member”
	 	 	2.1	(c)
	“Amendment”
	 	 	4.5	 
	“Authenticating Agent”
	 	 	2.2	 
	“Bankruptcy Law”
	 	 	6.1	 
	“Blockage Notice”
	 	 	10.3	 
	“Change of Control Offer”
	 	 	4.8	(a)
	“Change of Control Payment Date”.
	 	 	4.8	(b)
	“Company”
	 	Preamble
	“Covenant Defeasance”
	 	 	8.2	(c)
	“Custodian”
	 	 	6.1	 
	“Definitive Securities”
	 	 	2.1	(d)
	“Event of Default”
	 	 	6.1	 
	“Exchange Notes”
	 	Preamble
	“Exchange Securities”
	 	 	2.1	 
	“Global Security”
	 	 	2.1	(b)
	“Guarantee”
	 	 	4.11	 
	“incur”
	 	 	4.3	 
	“Initial Agreement”
	 	 	4.5	 
	“Initial Lien”
	 	 	4.2	 
	“Initial Notes”
	 	Preamble
	“Initial Securities”
	 	 	2.1	(a)
	“Legal Defeasance”
	 	 	8.2	(b)
	“Legal Holiday”
	 	 	13.8	 








-24-










 





	 	 	 	 	 
	 	 	Defined in
	Term
	 	Section

	“Net Proceeds Offer”
	 	 	4.6	(a)
	“Net Proceeds Offer Amount”
	 	 	4.6	(a)
	“Net Proceeds Offer Trigger Date”
	 	 	4.6	(a)
	“Note Offer Amount”
	 	 	4.6	(a)
	“Net Proceeds Offer Payment Date”
	 	 	4.6	(a)
	“Original Securities”
	 	Preamble
	“Other Debt”
	 	 	4.6	(a)
	“pay the Securities”
	 	 	10.3	 
	“Paying Agent”
	 	 	2.3	 
	“Payment Blockage Period”
	 	 	10.3	 
	“Purchase Agreement”
	 	Preamble
	“Reference Period”
	 	 	4.4	 
	“Refinancing Agreement”
	 	 	4.5	 
	“Registered Securities”
	 	 	2.1	(a)
	“Registrar”
	 	 	2.3	 
	“Regulation S”
	 	 	2.1	(b)
	“Restricted Payment”
	 	 	4.4	 
	“Rule 144A”
	 	 	2.1	(b)
	“Securities”
	 	Preamble
	“Trustee”
	 	Preamble







          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 Securities and Exchange Commission.



          “indenture securities” means the Securities.



          “indenture security holder” means a Securityholder.



          “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.



-25-









 





          All other TIA terms used in this Indenture that are defined by the TIA,
defined by the TIA reference to another statute or defined by Commission 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;

     (6)
unsecured Indebtedness shall not be deemed to be subordinate or
junior to Secured Indebtedness merely by virtue of its nature as
unsecured Indebtedness;


     (7)
the principal amount of any non interest 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; and


     (8)
the principal amount of any Preferred Stock shall be (i) the
maximum liquidation preference of such Preferred Stock or (ii) the
maximum mandatory redemption or mandatory repurchase price with respect
to such Preferred Stock, whichever is greater.




ARTICLE II




THE SECURITIES




          SECTION 2.1. Form and Dating. (a) Any Securities issued as Transfer
Restricted Securities, including the Initial Notes (the “Initial Securities”),
and the Trustee’s certificate of authentication shall be substantially in the
form of Exhibit A, which is hereby incorporated in and expressly made a part of
this Indenture. Any Securities issued in a Registered Exchange Offer (the
“Exchange Securities”) or any Additional Securities originally issued pursuant
to an effective registration statement under the Securities Act (any such
Additional Securities, together with the Exchange Securities, the “Registered
Securities”) and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit B, which is hereby incorporated by
reference and expressly made a part of this Indenture. The Securities



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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. 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) Global Securities. The Securities shall in each case be issued
initially in the form of one or more permanent global securities in definitive,
fully registered form without interest coupons with the Global Securities
Legend set forth on Exhibit A and Exhibit B (each, a “Global Security”), which
shall be deposited on behalf of the Holders of the Securities represented
thereby with the Trustee, at its designated corporate trust office, as
custodian for the Depository, and registered in the name of the Depository or a
nominee of the Depository, duly executed by the Company and authenticated by
the Trustee as hereinafter provided and in the case of Initial Securities
offered and sold to a QIB in reliance on Rule 144A under the Securities Act
(“Rule 144A”) or outside the United States in reliance on Registration S under
the Securities Act (“Regulation S”) the Global Security shall bear the
Restricted Securities Legend set forth in Exhibit A hereto. The aggregate
principal amount of the Global Securities may from time to time be increased or
decreased by endorsements made on such Global Securities by the Trustee, the
Securities Custodian or the Depository or its nominee as hereinafter provided.



          (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to Global
Securities.



          Members of, or participants in, the Depository (“Agent Members”) shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depository or by the Trustee as the custodian of the
Depository or under such Global Security, and the Depository 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 an agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices of the Depository governing the exercise of the rights of a
holder of a beneficial interest in any Global Security.



          (d) Certificated Securities. Except as provided in Section 2.6, owners of
beneficial interests in Global Securities will not be entitled to receive
certificated Securities bearing the Restricted Securities Legend set forth in
Exhibit A hereto (the “Definitive Securities”). Definitive Securities will bear the Restricted Securities
Legend set forth on Exhibit A unless removed in accordance with Section 2.6(d)
hereof.



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          SECTION 2.2. Execution and Authentication. At least 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.



          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.



          The Trustee shall authenticate and deliver: (1) Initial Notes for
original issue in an aggregate principal amount of $300,000,000, (2) Exchange
Notes for issue only in an Exchange Offer pursuant to and as defined in the
Registration Rights Agreement, and only in exchange for Initial Notes of an
equal principal amount and (3) Additional Securities for issuance as Transfer
Restricted Securities or otherwise and any Exchange Securities with respect
thereto, in each case upon a written order of the Company signed by two
Officers or by an Officer and either an Assistant Treasurer or an Assistant
Secretary of the Company; provided, that, in the case of clauses (2) and (3)
above, any such order with respect to Additional Securities shall be
accompanied by the receipt of an Officers’ Certificate and Opinion of Counsel
pursuant to Section 13.4 to authenticate Additional Securities for original
issue in an aggregate principal amount set forth in such request. Such 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 or Exchange Securities. The aggregate
principal amount of Original Securities outstanding at any time may not exceed
$300,000,000 except as provided in Section 2.7.



          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 such agent.



          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 Registrar shall keep a
register of the Securities and of their transfer and exchange. 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



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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 domestically incorporated Wholly Owned
Restricted Subsidiaries may act as Paying Agent, Registrar, co-registrar or
transfer agent.



          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 of any default by the
Company 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. If the Trustee is not the
Registrar, the Company 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.



          SECTION 2.6. Transfer and Exchange.



          (a) Transfer and Exchange of Definitive Securities. When Definitive
Securities are presented by a Holder to the Registrar or a co-registrar with a
request:



          (x) to register the transfer of such Definitive Securities; or



          (y) to exchange such Definitive Securities for an equal principal
amount of Definitive Securities of other authorized denominations,



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the Registrar or co-registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
provided, however, that:




          (i) such Definitive Securities shall be duly endorsed or accompanied
by a written instrument of transfer in form reasonably satisfactory to
the Company and the Registrar or co-registrar, duly executed by such
Holder or his attorney duly authorized in writing; and




          (ii) if such Definitive Securities are Transfer Restricted
Securities, such Definitive Securities shall also be accompanied by the
following additional information and documents, as applicable:




          (A) if such Transfer Restricted Securities are being delivered
to the Registrar by a Holder for registration in the name of such
Holder, without transfer, a certification from such Holder to that
effect (in the form set forth on the reverse of the Security); or




          (B) if such Transfer Restricted Securities are being
transferred (x) to the Company or to a QIB in accordance with Rule
144A under the Securities Act or (y) pursuant to an effective
registration statement under the Securities Act, a
certification from such Holder to that effect (in the form set
forth on the reverse of the Security); or




          (C) if such Transfer Restricted Securities are being
transferred (w) pursuant to an exemption from registration in
accordance with Rule 144 or Regulation S under the Securities Act;
(x) to an institutional “accredited investor” as defined in
subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the
Securities Act (an “IAI”); or (y) in reliance on another exemption
from the registration requirements of the Securities Act: (i) a
certification to that effect from such Holder (in the form set
forth on the reverse of the Security) and (ii) if the Company or
the Trustee so requests, an Opinion of Counsel reasonably
acceptable to the Company and to the Trustee to the effect that
such transfer is in compliance with the Securities Act.



          (b) Transfer and Exchange of Global Securities. (i) The transfer and
exchange of Global Securities or beneficial interests therein shall be effected
through the Depository, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depository therefor.



          (ii) A Global Security deposited with the Depository or with the Trustee as
custodian for the Depository pursuant to Section 2.1 shall be transferred to
the beneficial owners thereof only if such transfer complies with this Section
2.6 and (i) the Depository notifies the Company that it is unwilling or unable
to continue as Depository for such Global Security or if at



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any time such Depository ceases to be a “clearing agency” registered under the Exchange Act
and a successor depositary is not appointed by the Company within 90 days of
such notice and the Company notifies the Trustee in writing of such
circumstances, (ii) the Company, at its option, notifies the Trustee in writing
that it elects to cause the issuance of Securities in definitive form or (iii)
an Event of Default has occurred and is continuing and the Registrar has
received a request from the Depository or the Trustee to issue Definitive
Securities.



          (iii) Any Global Security that is transferable to the beneficial owners
thereof pursuant to this Section shall be surrendered by the Depository to the
Trustee to be so transferred, in whole or from time to time in part, without
charge, and the Company shall sign and the Trustee shall authenticate and
deliver, upon such transfer of each portion of such Global Security, an equal
aggregate principal amount of Definitive Securities of authorized
denominations. Each Definitive Security delivered in exchange for any portion
of a Global Security transferred pursuant to this Section shall be executed,
authenticated and delivered only in denominations of $1,000 and any integral
multiple thereof and shall be registered in such names as the Depository shall
direct. Any Definitive Security delivered in exchange for an interest in the
Global Security shall, except as otherwise provided in Section 2.6(d), bear the
Restricted Securities Legend set forth in Exhibit A hereto.



          (iv) 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.



          (v) In the event of the occurrence of any of the events specified in
Section 2.6(b)(ii), the Company will promptly make available to the Trustee a
reasonable supply of certificated Securities in definitive, fully registered
form without interest coupons.



          (c) Restrictions on Transfer and Exchange of Global Securities.
Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in subsection (b) of this Section 2.6), a Global Security
may not be transferred as a whole except by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee by the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.



          (d) Legend. (i) Except for Registered Securities and except as permitted
by the following paragraph (ii) each Security certificate evidencing Global
Securities and Definitive Securities (and all Securities issued in exchange
therefor or substitution thereof) shall bear a legend in substantially the
following form:




“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY



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INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION AND SUBJECT TO COMPLIANCE WITH OTHER
APPLICABLE LAWS.




THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE
WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD THAT MAY HEREAFTER BE
PROVIDED UNDER RULE 144(K) (OR ANY SUCCESSOR PROVISION THEREOF) AS
PERMITTING THE RESALE BY NON-AFFILIATES OF RESTRICTED SECURITIES
WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY, ANY GUARANTOR OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR
ANY PREDECESSOR OF THIS SECURITY) (THE “RESALE RESTRICTION
TERMINATION DATE”), 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 (“RULE
144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A 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”
(“IAI”) WITHIN THE MEANING OF SUBPARAGRAPH (A) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN IAI, IN EACH CASE,
IN A TRANSACTION INVOLVING A MINIMUM PURCHASE PRICE OF $250,000
FOR SUCH SECURITIES, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO OR FOR OFFERS OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND OTHERWISE IN COMPLIANCE WITH OTHER APPLICABLE
LAWS, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO



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ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D),
(E) OR (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 A HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE.”



          Except as permitted by the following paragraph (ii), until the 40th day
after the Issue Date, each Security certificate evidencing Securities sold in
offshore transactions to non-U.S. persons in reliance on Regulation S
promulgated under the Securities Act shall bear a legend in substantially the
following form:




“UNTIL THE EXPIRATION OF THE “40 DAY DISTRIBUTION COMPLIANCE
PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S
UNDER THE SECURITIES ACT), BENEFICIAL OWNERSHIP INTERESTS IN THIS
SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH
EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR SYSTEM OR
CLEARSTREAM BANKING, SOCIÉTÉ ANONYME. THIS LEGEND WILL BE REMOVED
UPON THE EXPIRATION OF SUCH 40 DAY DISTRIBUTION COMPLIANCE
PERIOD.”



          (ii) Upon any sale or transfer of a Transfer Restricted Security (including
any Transfer Restricted Security represented by a Global Security) pursuant to
Rule 144 under the Securities Act or pursuant to an effective registration
statement under the Securities Act:




     (A) in the case of any Transfer Restricted Security that is a
Definitive Security, the Registrar shall permit the Holder thereof to
exchange such Transfer Restricted Security for a Definitive Security that
does not bear any of the legends set forth in paragraph (i) above and
rescind any restriction on the transfer of such Security; and




     (B) in the case of any such Transfer Restricted Security represented
by a Global Security, such Transfer Restricted Security shall not be
required to bear any of the legends set forth in paragraph (i) above,
although it shall continue to be subject to the provisions of Section
2.6(b) hereof.



          (e) Cancellation or Adjustment of Global Security. At such time as all
beneficial interests in a Global Security have either been exchanged for
Definitive Securities, redeemed, repurchased or canceled, such Global Security
shall be retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, redeemed, repurchased or canceled, the principal amount
of



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Securities represented by such Global Security shall be reduced and an
endorsement shall be made on such Global Security by the Securities Custodian
to reflect such reduction.



          (f) 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, Registrar or co-registrar may require
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 or similar governmental charges payable upon exchange or
transfer pursuant to Section 4.6, 4.8 or 9.5 or pursuant to paragraph 5 of the
Securities).



          (iii) The Registrar or co-registrar shall not be required to register the
transfer of or exchange of (a) any Definitive Security selected for redemption
in whole or in part pursuant to Article III, except the unredeemed portion of
any Definitive Security being redeemed in part, or (b) any Security for a
period beginning (1) 15 Business 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 Business 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-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) 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.



          (vi) The Trustee shall have no responsibility or obligation to any
beneficial owner of a Global Security, a member of, or a participant in, the
Depository or other Person with respect to the accuracy of the records of the
Depository 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 the
Depository) 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



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respect of the Securities shall be given or made only to or upon the order of the registered
Holders (which shall be the Depository or its nominee in the case of a Global
Security). The rights of beneficial owners in any Global Security shall be
exercised only through the Depository subject to the applicable rules and
procedures of the Depository. The Trustee may rely and shall be fully
protected in relying upon information furnished the Depository with respect to
its members, participants and any beneficial owners.



          (vii) 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 Depository
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. Replacement 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. The
Company and the Trustee may charge the Holder for their expenses in
replacing a Security. Every replacement Security is an additional obligation
of the Company.



          SECTION 2.8. 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 does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Security.



          If a Security is replaced pursuant to Section 2.7, 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.



-35-









 





          SECTION 2.9. 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 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 deliver 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 2.10. 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
destroy (subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver a certificate of such destruction to the Company
unless the Company directs the Trustee to deliver canceled Securities to the
Company. The Company may not issue new Securities to replace Securities it has
redeemed, paid or delivered to the Trustee for cancellation.



          SECTION 2.11. Defaulted Interest. If the Company defaults in a payment of
interest on the Securities, the Company shall pay defaulted interest (plus
interest on such defaulted interest to the extent lawful) in any lawful manner.
The Company may pay the defaulted interest to the persons who are
Securityholders on a subsequent special record date. The Company shall fix or
cause to be fixed (or upon the Company’s failure to do so the Trustee shall
fix) any such special record date and payment date to the reasonable
satisfaction of the Trustee which specified record date shall not be less than
10 days prior to the payment date for such defaulted interest and shall
promptly mail or cause to be mailed to each Securityholder a notice that states
the special record date, the payment date and the amount of defaulted interest
to be paid. The Company shall notify the Trustee in writing of the amount of
defaulted interest proposed to be paid on each Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such defaulted interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when so deposited to be held in trust for the benefit of the Person
entitled to such defaulted interest as provided in this Section.



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          SECTION 2.12. CUSIP Numbers. The Company in issuing the Securities may
use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall
use “CUSIP” 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
numbers.



          SECTION 2.13. Issuance of Additional Securities. The Company shall be
entitled to issue Additional Securities under this Indenture that shall have
identical terms as the Original Securities, other than with respect to the date
of issuance, issue price, and amount and accrual of interest payable on the first Interest Payment Date applicable
thereto (and, if such Additional Securities shall be issued in the form of
Transfer Restricted Securities, other than with respect to transfer
restrictions, any registration rights and the liquidated damages associated
therewith); provided that such issuance is not prohibited by Section 4.3. The
Initial Securities and any Additional Securities and all Exchange Securities
shall be treated as a single class for all purposes under this Indenture. Any
Additional Securities issued under this Indenture will rank pari passu in right
of payment with the Original Securities.



          With respect to any Additional Securities, the Company shall set forth in
a resolution of its Board of Directors and in a written order of the Company, a
copy of each of which shall be delivered to the Trustee, the following
information:




     (1) the aggregate principal amount of such Additional Securities to
be authenticated and delivered pursuant to this Indenture;




     (2) the issue price, the issue date, the CUSIP number of such
Additional Securities, the first interest payment date and the amount of
interest payable on such first interest payment date applicable thereto
and the date from which interest shall accrue; and




     (3) whether such Additional Securities shall be Transfer Restricted
Securities or Registered Securities.



ARTICLE III




REDEMPTION




          SECTION 3.1. Notices to Trustee. If the Company elects to redeem
Securities pursuant to paragraph 5 of the Securities or if the Company is
required to redeem Initial Notes pursuant to paragraph 22 of the Initial Notes,
it shall notify the Trustee in writing of the redemption date (which in the
case of a redemption of Initial Notes pursuant to paragraph 22 of the Initial



-37-









 





Notes may be the date of the event triggering the requirement to redeem the
Initial Notes, or another date up to 10 days after the date of such event) and
the principal amount of Securities to be redeemed.



          The Company shall give each notice to the Trustee provided for in this
Section with respect to redemptions pursuant to paragraph 5 of the Securities
at least 60 days before the redemption date unless the Trustee consents to a
shorter period. If the Company is required to redeem the Initial Notes
pursuant to paragraph 22 of the Initial Notes, the Company shall give notice
thereof to the Trustee concurrently with or promptly after the occurrence of
the event triggering the requirement to redeem the Initial Notes (or at the
option of the Company to the extent practicable, prior to the occurrence of
such event). Such notice shall be accompanied by an Officers’ Certificate from
the Company to the effect that such redemption will comply with the conditions
herein. If fewer than all the Securities are to be redeemed, the record date
relating to such redemption shall be selected by the Company and set forth in
the related notice given to the Trustee, which record date shall be not less
than 15 days after the date of such notice.



          SECTION 3.2. Selection of Securities To be Redeemed. If fewer than all
the Securities are to be redeemed, the Trustee shall select the Securities to
be redeemed pro rata or by lot or by a method that complies with applicable
legal and securities exchange requirements, if any, and that the Trustee
considers fair and appropriate and in accordance with methods generally used at
the time of selection by fiduciaries in similar circumstances; provided,
however, that if a partial redemption is made with the proceeds of an Equity
Offering, selection of the Securities or portion thereof for redemption shall
be made by the Trustee only on a pro rata basis, unless such method is
otherwise prohibited. The Trustee shall make the selection from outstanding
Securities not previously called for redemption. The Trustee may select for
redemption portions of the principal of Securities that have denominations
larger than $1,000. Securities and portions of them the Trustee selects shall
be in amounts of $1,000 or a whole multiple of $1,000. Provisions of this
Indenture that apply to the entirety of Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall
notify the Company promptly of the Securities or portions of Securities to be
redeemed.



          SECTION 3.3. Notice of Redemption. In the case of a redemption pursuant
to paragraph 5 of the Securities, at least 30 days but not more than 60 days
prior to the date fixed for redemption of Securities, the Company shall mail a
notice of redemption by first-class mail, postage prepaid, to each Holder of
Securities to be redeemed at the last address for such Holder then shown on the
Registrar’s books. In the case of a redemption of Initial Notes pursuant to
paragraph 22 of the Initial Notes, the Company shall mail a notice of
redemption by first class mail, postage prepaid, to each Holder of Securities
at the last address for such Holder then shown on the Registrar’s books on the
date it delivers the related notice to the Trustee pursuant to Section 3.1.
Each such notice shall identify the Securities to be redeemed and shall state:



          (1) the redemption date;



          (2) the redemption price;



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          (3) the name and address of the Paying Agent;



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



          (5) the paragraph or subparagraph of the Securities pursuant to
which such redemption is being made;



          (6) if fewer than all the outstanding Securities are to be redeemed,
the identification and principal amounts of the particular Securities to
be redeemed;



          (7) that, unless the Company defaults in making such redemption
payment or the Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture, interest on Securities (or
portion thereof) called for redemption ceases to accrue on and after the
redemption date;



          (8) the CUSIP number, if any, printed on the Securities being
redeemed; and



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



          At the Company’s request at least seven days prior to the date on which
such notice is to be given (or such shorter period to which the Trustee may
consent), the Trustee shall give the notice of redemption in the Company’s name
and at the Company’s expense. In such event, the Company shall provide the
Trustee with the information required by this Section.



          SECTION 3.4. Effect of Notice of Redemption. Once notice of redemption is
mailed, Securities called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date;
provided that if the redemption date is after a regular record date and on or
prior to the interest payment date, the accrued interest shall be payable to
the Securityholder of the redeemed Securities registered on the relevant record date. Failure to give notice
or any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.



          SECTION 3.5. Deposit Of Redemption Price. 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
(or, if the Company or a Subsidiary is the Paying Agent, shall segregate and
hold in trust) money sufficient to pay the redemption price of and accrued
interest on all Securities to be redeemed on that date other than Securities or
portions of Securities called for redemption which are owned by the Company or
a Subsidiary and have been delivered by the Company or such Subsidiary to the
Trustee for cancellation.



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          If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of such redemption price or the Paying Agent is
prohibited from making such payment, interest on the Securities to be redeemed
will cease to accrue on and after the applicable redemption date, whether or
not such Securities are presented for payment.



          SECTION 3.6. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate for the Holder (at the Company’s expense) a new Security equal in
a principal amount to the unredeemed portion of the Security surrendered.



ARTICLE IV




COVENANTS




          SECTION 4.1. Payment of Securities. The Company shall promptly pay the
principal of (and premium, if any) and interest on the Securities on the dates
and in the manner provided in the Securities and in this Indenture. Principal
(and premium, if any) 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 premium, if any) 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
pursuant to the terms of this Indenture.



          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
Paying Agent 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 4.2. Limitation on Liens. The Company will not, and will not
permit any of its Restricted Subsidiaries to, create, incur, assume or suffer
to exist any Liens (other than Permitted Liens) of any kind against or upon any
of their respective property or assets, or any proceeds, income or profit
therefrom which secure Senior Subordinated Indebtedness or Subordinated
Obligations (the “Initial Lien”), unless (i) in the case of Initial Liens
securing Subordinated Obligations, the Securities are secured by a Lien on such
property, assets, proceeds, income or profit that is senior in priority to such
Initial Liens and (ii) in the case of Initial Liens securing Senior
Subordinated Indebtedness, the Securities are equally and ratably secured by a
Lien on such property, assets, proceeds, income or profit. Any such Lien
thereby created in favor of the Securities will be automatically and
unconditionally released and discharged upon (a) the release and discharge of
the Initial Lien to which it relates, or (b) any sale, exchange or transfer to
any Person not an Affiliate of the Company of the property or assets



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secured by such Initial Lien, or of all of the Capital Stock held by the Company or any
Restricted Subsidiary of the Company in, or all or substantially all the assets
of, any Restricted Subsidiary of the Company creating such Initial Lien.



          SECTION 4.3. Limitation on Incurrence of Additional Indebtedness. The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume, guarantee, acquire, become
liable, contingently or otherwise, with respect to, or otherwise become
responsible for payment of (collectively, “incur”) any Indebtedness (other than
Permitted Indebtedness); provided, however, that if no Default or Event of
Default shall have occurred and be continuing at the time or as a consequence
of the incurrence of any such Indebtedness, (i) the Company and any Restricted
Subsidiary of the Company may incur Indebtedness if on the date of the
incurrence of such Indebtedness, after giving effect to the incurrence thereof,
the Consolidated Fixed Charge Coverage Ratio of the Company is greater than or
equal to 2.0 to 1.0 and (ii) any Restricted Subsidiary of the Company may incur
Indebtedness if on the date of the incurrence of such Indebtedness, after
giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage
Ratio of the Company is greater than or equal to 2.5 to 1.0; and provided,
further, that accrual of interest, the accretion of accreted value and the
payment of interest in the form of additional interest shall not be deemed an
incurrence of Indebtedness for purposes of this Section 4.3.



          For purposes of determining compliance with, and determining the
outstanding principal amount of any particular Indebtedness incurred pursuant
to and in compliance with, this Section 4.3, (x) any other Obligation of the
obligor on such Indebtedness (or of any other Person who could have incurred
such Indebtedness under this Section 4.3) arising under any guarantee, Lien or
letter of credit, bankers’ acceptance or other similar instrument or obligation
supporting such Indebtedness shall be disregarded to the extent that such
Guarantee, Lien or letter of credit, bankers’ acceptance or other similar
instrument or obligation secures the principal amount of such Indebtedness; (y)
in the event that Indebtedness meets the criteria of more than one of the types
of Permitted Indebtedness, the Company, in its sole discretion, shall classify
such item of Indebtedness and may include the amount and type of such
Indebtedness in one or more of such clauses; and (z) the amount of Indebtedness
issued at a price that is less than the principal amount thereof shall be equal
to the amount of the liability in respect thereof determined in accordance with
GAAP.



          For purposes of determining compliance with any Dollar-denominated
restriction on the incurrence of Indebtedness denominated in a foreign
currency, the Dollar-equivalent principal amount of such Indebtedness incurred
pursuant thereto shall be calculated based on the relevant currency exchange
rate in effect on the date that such Indebtedness was incurred, in the case of
term Indebtedness, or first committed, in the case of revolving credit
Indebtedness; provided that (x) the Dollar-equivalent principal amount of any
such Indebtedness outstanding on the Issue Date shall be calculated based on
the relevant currency exchange rate in effect on the Issue Date, (y) if such
Indebtedness is incurred to refinance other Indebtedness denominated in a
foreign currency, and such refinancing would cause the applicable
Dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such
Dollar-denominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being refinanced and (z) the
Dollar-equivalent principal amount of Indebtedness denominated



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in a foreign currency and incurred pursuant to the Credit Facility shall be calculated based
on the relevant currency exchange rate in effect on the date of such
incurrence. The principal amount of any Indebtedness incurred to refinance
other Indebtedness, if incurred in a different currency from the Indebtedness
being refinanced, shall be calculated based on the currency exchange rate
applicable to the currencies in which such respective Indebtedness is
denominated that is in effect on the date of such refinancing.



          SECTION 4.4. Limitation on Restricted Payments. The Company will not, and
will not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly, (a)declare or pay any dividend or make any distribution (other than dividends
or distributions payable in Qualified Capital Stock) on or in respect of shares
of Capital Stock of the Company to holders of such Capital Stock, (b) purchase,
redeem or otherwise acquire or retire for value any Capital Stock of the
Company or any warrants, rights or options to purchase or acquire shares of any
class of such Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock), other than the exchange
of such Capital Stock for Qualified Capital Stock, or (c) make any Investment
(other than Permitted Investments) in any other Person (each of the foregoing
actions set forth in clauses (a), (b) and (c) (other than the exceptions
thereto) being referred to as a “Restricted Payment”), if at the time of such
Restricted Payment or immediately after giving effect thereto, (i) a Default or
an Event of Default shall have occurred and be continuing, (ii) the Company is
not able to incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) in compliance with Section 4.3 or (iii) the aggregate
amount of Restricted Payments made subsequent to the Issue Date shall exceed,
without duplication, the sum of: (u) 50% of the cumulative Consolidated Net
Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of
such loss) of the Company earned during the period (treated as a single
accounting period) beginning on January 1, 1998, to the end of the most recent
fiscal quarter ending prior to the date of such Restricted Payment for which
financial statements of the Company are available (such period, the “Reference
Period”); plus (v) 100% of the aggregate net cash proceeds and the fair market
value of property or assets (as determined in good faith by the Board of
Directors of the Company, whose determination shall be conclusive) received by
the Company from any Person (other than a Restricted Subsidiary of the Company)
from the issuance and sale after January 21, 1998 of Qualified Capital Stock of
the Company (including Capital Stock issued upon the conversion of convertible
Indebtedness or in exchange for outstanding Indebtedness but excluding proceeds
(net cash proceeds, in the case of a sale for cash) from the sale of Capital
Stock to the extent used to repurchase or acquire shares of Capital Stock of
the Company pursuant to clause (2)(ii) of the next succeeding paragraph); plus
(w) 100% of the aggregate net cash proceeds of any equity contribution received
by the Company from a holder of its Capital Stock (but excluding net cash




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proceeds from any equity contribution to the extent used to repurchase or
acquire shares of Capital Stock of the Company pursuant to clause (2)(iii) of
the next succeeding paragraph); plus (x) to the extent that any Investment
(other than a Permitted Investment) that was made after January 21, 1998 is
sold or otherwise liquidated or repaid, the lesser of (A) the cash and the fair
market value of property or assets (as determined in good faith by the Board of
Directors of the Company, whose determination shall be conclusive) received
with respect to such sale, liquidation or repayment of such Investment (less
the cost of such sale, liquidation or repayment, if any) and (B) the initial
amount of such Investment; plus (y) the net cash proceeds and the fair market
value of property or assets (as determined in good faith by the Board of
Directors of the Company, whose determination shall be conclusive) received
from the sale of Capital Stock in an Unrestricted Subsidiary (other than to the
Company or any of its Restricted Subsidiaries); plus (z) the aggregate amount
equal to the net reduction in Investments in Unrestricted Subsidiaries
resulting from (A) dividends, distributions, interest payments, return of
capital, repayments of Investments or other transfers of assets to the Company
or any of its Restricted Subsidiaries from any Unrestricted Subsidiary, or (B)
the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary
(valued in each case as provided in the definition of “Investment”), not to
exceed in this clause (z) in the case of any such Unrestricted Subsidiary the
aggregate amount of Investments (other than Permitted Investments) made by the
Company or any of its Restricted Subsidiaries in such Unrestricted Subsidiary
after the Issue Date. Any net cash proceeds included in the foregoing clause
(iii)(v) or (iii)(w) shall not be included in clause (x)(A) or clause (x)(B) of
the definition of “Permitted Investments” to the extent actually utilized to
make a Restricted Payment under this paragraph.




          Notwithstanding the foregoing, the provisions set forth in the preceding
paragraph do not prohibit: (1) the payment of any dividend or the consummation
of any irrevocable redemption within 60 days after the date of declaration of
such dividend or notice of such redemption if the dividend or payment of the
redemption price, as the case may be, would have been permitted on the date of
declaration or notice; (2) if no Event of Default shall have occurred and be
continuing as a consequence thereof, the acquisition of any shares of capital
stock of the Company (i) solely in exchange for shares of Qualified Capital
Stock of the Company, (ii) through the application of net proceeds of a
substantially concurrent sale (other than to a Subsidiary of the Company) of
shares of Qualified Capital Stock of the Company, or (iii) through the
application of net cash proceeds of a substantially concurrent equity
contribution received by the Company from a holder of its Capital Stock; (3)
payments for the purpose of and in an amount equal to the amount required to
permit the Company to redeem or repurchase shares of its capital stock or
options, warrants or other rights in respect thereof, in each case in
connection with the repurchase provisions under employee stock option or stock
purchase agreements or other agreements to compensate management employees;
provided that such redemptions or repurchases pursuant to this clause (3) shall
not exceed $50,000,000 in the aggregate after the Issue Date (which amount
shall be increased by the amount of any cash proceeds to the Company from (x)
sales of its Capital Stock or any options, warrants or other rights in respect
thereof to management employees subsequent to the Issue Date and (y) any “key



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man” life insurance policies which are used to make such redemptions or
repurchases); (4) the payment of fees and compensation as permitted under
clause (i) of Section 4.7(b); (5) so long as no Default or Event of Default
shall have occurred and be continuing, payments not to exceed $100,000 in the
aggregate, to enable the Company to make payments to holders of its capital
stock in lieu of issuance of fractional shares of its capital stock; (6)
repurchases of capital stock deemed to occur upon the exercise of stock options
if such capital stock represents a portion of the exercise price thereof; (7)
the Apogent Transactions; (8) the Company or any Restricted Subsidiary from
making payments in respect of any redemption, repurchase, acquisition,
cancellation or other retirement for value of shares of capital stock of the
Company or options, stock appreciation or similar securities, in each case held
by then current or former officers, directors or employees of the Company or
any of its Subsidiaries (or their estates or beneficiaries under their estates)
or by an employee benefit plan, upon death, disability, retirement or
termination of employment, not to exceed $50,000,000 in the aggregate after the
Issue Date; (9) other Restricted Payments (including loans or advances) in an
aggregate amount outstanding at any time not to exceed $150,000,000 (net of
repayments of any such loans or advances). In determining the aggregate amount
of Restricted Payments made subsequent to the Issue Date in accordance with
clause (iii) of the immediately preceding paragraph, (a) the net amounts
expended (to the extent such expenditure is in the form of cash or other
property other than Qualified Capital Stock) pursuant to clauses (1), (3), (8)
and (9) of this paragraph shall be included in such calculation, provided that
such expenditures pursuant to clause (3) shall not be included to the extent of
cash proceeds received by the Company from any “key man” life insurance
policies, and (b) the net amounts expended pursuant to clauses (2), (4), (5),
(6) and (7) shall be excluded from such calculation.




          SECTION 4.5. Limitation on Dividend and Other Payment Restrictions
Affecting Subsidiaries. The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause
or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to (a) pay dividends or
make any other distributions on or in respect of its Capital Stock; (b) make
loans or advances or to pay any Indebtedness or other obligation owed to the
Company or any other Restricted Subsidiary of the Company; or (c) transfer any
of its property or assets to the Company, except for such encumbrances or
restrictions existing under or by reason of: (1) applicable law; (2) this
Indenture; (3) any restriction or encumbrance (A) that restricts in a customary
manner the subletting, assignment or transfer of any property or asset that is
subject to a lease, license or similar contract, or the assignment or transfer
of any lease, license or other contract, (B) by virtue of any transfer of,
agreement to transfer, option or right with respect to, or Lien on, any
property or assets of the Company or any of its Restricted Subsidiaries not
otherwise prohibited by this Indenture, (C) pursuant to customary provisions
restricting dispositions of real property interests set forth in any reciprocal
easement agreements of the Company or any of its Restricted Subsidiaries, (D)
pursuant to Purchase Money Obligations that impose encumbrances or restrictions
on the property or assets so acquired, (E) on cash or other deposits or net
worth imposed by customers under agreements entered into in the ordinary course



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of business, (F) pursuant to customary provisions contained in agreements
and instruments entered into in the ordinary course of business (including but
not limited to leases and joint venture and other similar agreements entered
into in the ordinary course of business), (G) that arises or is agreed to in
the ordinary course of business and does not detract from the value of property
or assets of the Company or any of its Restricted Subsidiaries in any manner
material to the Company or such Restricted Subsidiary, or (H) pursuant to
Currency Agreements or Interest Swap Obligations; (4) any agreement or
instrument of a Person, or relating to Indebtedness or Capital Stock of a
Person, which Person is acquired by or merged or consolidated with or into the
Company or any of its Restricted Subsidiaries, or which agreement or instrument
is assumed by the Company or any of its Restricted Subsidiaries in connection
with an acquisition of assets from such Person, as in effect at the time of
such acquisition, merger or consolidation (except to the extent that such
Indebtedness was incurred to finance, or otherwise in connection with, such
acquisition, merger or consolidation); provided that for purposes of this
clause (4), if another Person is the successor company in such acquisition,
merger or consolidation, any Subsidiary thereof or agreement or instrument of
such Person or any such Subsidiary shall be deemed acquired or assumed, as the
case may be, by the Company or any of its Restricted Subsidiaries, as the case
may be, when such Person becomes the successor company; (5) agreements existing
on the Issue Date (including, without limitation, the Credit Facility and any
instrument governing the Existing Senior Notes or the Existing Senior
Subordinated Notes or any Acquired Indebtedness acquired as part of the Apogent
Transactions); (6) restrictions on the transfer of assets subject to any Lien
permitted under this Indenture imposed by the holder of such Lien; (7)
restrictions imposed by any agreement to sell assets permitted under this
Indenture to any Person pending the closing of such sale; (8) any agreement or
instrument governing Capital Stock of any Person that is acquired after the
Issue Date; (9) Indebtedness or other contractual requirements of a Receivables
Entity in connection with a Qualified Receivables Transaction; provided that
such restrictions apply only to such Receivables Entity and such Restricted
Subsidiary is engaged in the Qualified Receivables Transaction; (10) any
agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of
Indebtedness incurred pursuant to, or that otherwise extends, renews, refunds,
refinances or replaces, an agreement or instrument referred to in clause (2),
(4) or (5) of this Section 4.5 or this clause (10) (an “Initial Agreement”) or
contained in any amendment, supplement or other modification to an Initial
Agreement (an “Amendment”); provided, however, that the encumbrances and
restrictions contained in any such Refinancing Agreement or Amendment are not
materially less favorable to the Holders of the Securities taken as a whole
than encumbrances and restrictions contained in the Initial Agreement or
Initial Agreements to which such Refinancing Agreement or Amendment relates (as
determined in good faith by the Company); or (11) any agreement or instrument
relating to any Indebtedness permitted to be incurred subsequent to the Issue
Date pursuant to Section 4.3 (A) if the encumbrances and restrictions contained
in any such agreement or instrument taken as a whole are not materially less
favorable to the Holders of the Securities than the encumbrances and
restrictions (as determined in good faith by the Company) contained in the
Initial Agreements (other than Initial Agreements contemplated by clause (4)
above), or (B) if such encumbrance or
 restriction is not materially more
disadvantageous to the Holders of




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the Securities than is customary in comparable financings (as determined
in good faith by the Company) and the Company determines that such encumbrance
or restriction will not materially affect the Company’s ability to make
principal or interest payments on the Securities.




          SECTION 4.6. Limitation on Asset Sales. (a) The Company will not, and
will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale
unless (i) the Company or the applicable Restricted Subsidiary, as the case may
be, receives consideration at the time of such Asset Sale at least equal to the
fair market value of the assets sold or otherwise disposed of (as determined in
good faith by the Company’s Board of Directors, whose determination shall be
conclusive); (ii) in the case of any Asset Sale (or series of Asset Sales)
having a fair market value (as determined in good faith by the Company’s Board
of Directors, whose determination shall be conclusive) of $25,000,000 or more,
at least 75% of the consideration received by the Company or such Restricted
Subsidiary, as the case may be, from such Asset Sale shall be cash or Cash
Equivalents and is received at the time of such disposition; provided that the
amount of (A) any liabilities (as shown on the Company’s or such Restricted
Subsidiary’s most recent balance sheet or in the notes thereto) of the Company
or such Restricted Subsidiary (other than liabilities that are by their terms
subordinated to the Securities) that are assumed by the transferee of any such
assets and from which the Company and its Restricted Subsidiaries are
unconditionally released, (B) any notes or other obligations received by the
Company or such Restricted Subsidiary from such transferee that are converted
by the Company or such Restricted Subsidiary within 180 days of such receipt
into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents
received), (C) any assumption of Indebtedness of the Company or any Restricted
Subsidiary of the Company and the release of the Company or such Restricted
Subsidiary from all liability on payment of the principal amount of such
Indebtedness in connection with such Asset Sale, (D) any Indebtedness of any
Restricted Subsidiary of the Company that is no longer a Restricted Subsidiary
of the Company as a result of such Asset Sale, to the extent that the Company
and each other Restricted Subsidiary of the Company are released from any
guarantee of payment of the principal amount of such Indebtedness in connection
with such Asset Sale, and (E) any Designated Non-Cash Consideration received by
the Company or any of its Restricted Subsidiaries from such transferee having
an aggregate fair market value (as determined in good faith by the Company’s
Board of Directors, whose determination shall be conclusive), taken together
with all other Designated Non-Cash Consideration received pursuant to this
clause (E) then outstanding, not to exceed the greater of $50,000,000 and 2.5%
of Consolidated Total Assets at the time of receipt of such Designated Non-Cash
Consideration (with the fair market value of each item of Designated Non-Cash
Consideration being measured at the time received and without giving effect to
subsequent changes in value) shall be deemed to be cash for purposes of this
provision; and (iii) upon the consummation of an Asset Sale, the Company shall
apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds
relating to such Asset Sale within 365 days of receipt thereof either (A) to
prepay Senior Indebtedness and, in the case of any Senior Indebtedness under
any revolving credit facility, effect a permanent reduction in the availability
under such revolving credit facility, (B) to reinvest in Productive Assets, or
(C) a combination of prepayment and investment permitted by



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the foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an
Asset Sale or such earlier date, if any, as the Board of Directors of the
Company or of such Restricted Subsidiary determines not to apply the Net Cash
Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B)
and (iii)(C) of the immediately preceding sentence (each, a “Net Proceeds Offer
Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been
applied on or before such Net Proceeds Offer Trigger Date as permitted in
clauses (iii)(A), (iii)(B) and (iii)(C) of the immediately preceding sentence
(each a “Net Proceeds Offer Amount”) shall be applied by the Company or such
Restricted Subsidiary to make an offer to purchase for cash (the “Net Proceeds
Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor
more than 45 days following the applicable Net Proceeds Offer Trigger Date,
from all Holders on a pro rata basis at least that amount of Securities equal
to the Note Offer Amount at a price in cash equal to 100% of the principal
amount of the Securities to be purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase; provided, however, that if at any
time any non-cash consideration received by the Company or any Restricted
Subsidiary of the Company, as the case may be, in connection with any Asset
Sale is converted into or sold or otherwise disposed of for cash (other than
interest received with respect to any such non-cash consideration), then such
conversion or disposition shall be deemed to constitute an Asset Sale hereunder
and the Net Cash Proceeds thereof shall be applied in accordance with this
Section 4.6. Any offer to purchase with respect to Other Debt shall be made
and consummated concurrently with any Net Proceeds Offer.




          “Other Debt” shall mean other Indebtedness of the Company that ranks pari
passu with the Securities and requires that an offer to purchase such Other
Debt be made upon consummation of an Asset Sale.



          “Note Offer Amount” means (i) if an offer to purchase Other Debt is not
being made, the amount of the Net Proceeds Offer Amount and (ii) if an offer to
purchase Other Debt is being made, an amount equal to the product of (x) the
Net Proceeds Offer Amount and (y) a fraction the numerator of which is the
aggregate amount of Securities tendered pursuant to such offer to purchase and
the denominator of which is the aggregate amount of Securities and Other Debt
tendered pursuant to such offer to purchase.



          Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than
$25,000,000, the application of the Net Cash Proceeds constituting such Net
Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time
as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds
Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date
relating to such initial Net Proceeds Offer Amount from all Asset Sales by the
Company and its Restricted Subsidiaries aggregates at least $25,000,000, at
which time the Company or such Restricted Subsidiary shall apply all Net Cash
Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred
to make a Net Proceeds Offer (the first date on which the aggregate of all such
deferred Net Proceeds Offer Amounts is equal to $25,000,000 or more shall be
deemed to be a “Net Proceeds Offer Trigger Date”).



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          Notwithstanding the preceding paragraphs of this Section 4.6(a), the
Company and its Restricted Subsidiaries will be permitted to consummate an
Asset Sale without complying with such paragraphs to the extent (i) at least
75% of the consideration for such Asset Sale constitutes Productive Assets and
(ii) such Asset Sale is for at least fair market value (as determined in good
faith by the Company’s Board of Directors, whose determination shall be
conclusive); provided that any consideration not constituting Productive Assets
received by the Company or any of its Restricted Subsidiaries in connection
with any Asset Sale permitted to be consummated under this paragraph shall
constitute Net Cash Proceeds and shall be subject to the provisions of the
preceding paragraphs; provided, that at the time of entering into such
transaction or immediately after giving effect thereto, no Default or Event of
Default shall have occurred or be continuing or would occur as a consequence
thereof.



          (b) Each
Net Proceeds Offer will be mailed to the record Holders as shown on
the register of Holders within 25 days following the Net Proceeds Offer
Trigger Date, with a copy to the Trustee, and shall comply with the procedures
set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer,
Holders may elect to tender their Securities in whole or in part in integral
multiples of $1,000 in exchange for cash. To the extent Holders properly
tender securities in an amount exceeding the Note Offer Amount, Securities of
tendering Holders will be purchased on a pro rata basis (based on amounts
tendered). A Net Proceeds Offer shall remain open for a period of 20 Business
Days or such longer period as may be required by law; provided, such period
shall not be less than the period with respect to any offer to purchase Other
Debt being made concurrently with such Net Proceeds Offer or terminate prior to
any such period. To the extent that the aggregate amount of Securities
tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer
Amount, the Company may use any remaining Net Proceeds Offer Amount for general
corporate purposes. Upon completion of any such Net Proceeds Offer, the Net
Proceeds Offer Amount shall be reset at zero.



          (c) The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Securities pursuant to a Net Proceeds Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.6, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.6 by virtue thereof.



          SECTION 4.7. Limitation on Transactions with Affiliates. (a) The Company
will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, enter into or permit to exist any transaction or series of
related transactions (including, without limitation, the purchase, sale, lease
or exchange of any property or the rendering of any service) with, or for the
benefit of, any of its Affiliates (an “Affiliate Transaction”), other than (x)
Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate
Transactions entered into on terms that are fair and reasonable to, and in the
best interests of, the Company or such Restricted



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Subsidiary, as the case may be, as determined in good faith by the
Company’s Board of Directors; provided, however, that for a transaction or
series of related transactions with an aggregate value of $5,000,000 or more,
at the Company’s option (i) such determination shall be made in good faith by a
majority of the disinterested members of the Board of the Directors of the
Company or (ii) the Board of Directors of the Company or any such Restricted
Subsidiary party to such Affiliate Transaction shall have received a favorable
opinion from a nationally recognized investment banking firm that such
Affiliate Transaction is fair from a financial point of view to the Company or
such Restricted Subsidiary; provided, further, that for a transaction or series
of related transactions with an aggregate value of $25,000,000 or more, the
Board of Directors of the Company shall have received a favorable opinion from
a nationally recognized investment banking firm that such Affiliate Transaction
is fair from a financial point of view to the Company or such Restricted
Subsidiary.




          (b) The foregoing restrictions shall not apply to (i) reasonable fees and
compensation paid to, and indemnity provided on behalf of, officers, directors,
employees or consultants of the Company or any Subsidiary of the Company as
determined in good faith by the Company’s Board of Directors; (ii) transactions
exclusively between or among the Company and any of its Restricted Subsidiaries
or exclusively between or among such Restricted Subsidiaries, provided such
transactions are not otherwise prohibited by this Indenture; (iii) transactions
effected as part of a Qualified Receivables Transaction; (iv) any agreement as
in effect as of the Issue Date or any amendment thereto or any transaction
contemplated thereby (including pursuant to any amendment thereto) in any
replacement agreement thereto so long as any such amendment or replacement
agreement is not more disadvantageous to the Holders in any material respect
than the original agreement as in effect on the Issue Date; (v) Restricted
Payments permitted by this Indenture; (vi) any Permitted Investment; (vii)
transactions permitted by, and complying with, the provisions of Section 5.1;
(viii) any payment, issuance of securities or other payments, awards or grants,
in cash or otherwise, pursuant to, or the funding of, employment arrangements
and Plans approved by the Board of Directors of the Company; (ix) the grant of
stock options or similar rights to employees and directors of the Company and
its Subsidiaries pursuant to Plans and employment contracts approved by the
Board of Directors of the Company; (x) loans or advances to officers, directors
or employees of the Company or its Restricted Subsidiaries not in excess of
$5,000,000 at any one time outstanding; (xi) the granting or performance of
registration rights under a written registration rights agreement approved by
the Board of Directors of the Company; (xii) transactions with Persons solely
in their capacity as holders of Indebtedness or Capital Stock of the Company or
any of its Restricted Subsidiaries, where such Persons are treated no more
favorably than holders of Indebtedness or Capital Stock of the Company or such
Restricted Subsidiary generally; (xiii) transactions effected as part of the
Apogent Transactions; and (xiv) any agreement to do any of the foregoing.



          SECTION 4.8. Change of Control. (a) Upon the occurrence of a Change of
Control Triggering Event, each Holder will have the right to require that the
Company purchase for cash all or a portion of such Holder’s Securities pursuant
to the offer described below (the



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“Change of Control Offer”), at a purchase price in cash equal to 101% of
the principal amount thereof plus accrued interest to the date of purchase,
provided that the Company shall not be obligated to repurchase the Securities
pursuant to this Section 4.8 in the event that the Company has exercised the
right to redeem all of the Securities as described in paragraph 5 of the
Securities. In the event that, at the time of such Change of Control
Triggering Event, the terms of the Bank Indebtedness restrict or prohibit the
repurchase of the Securities pursuant to this Section 4.8, prior to the mailing
of the notice referred to below, but in any event within 30 days following the
date the Company obtains actual knowledge of any Change of Control Triggering
Event (unless the Company has exercised its right to redeem all the Securities
as described in paragraph 5 of the Securities), the Company shall (a) repay in
full and terminate all commitments under the Bank Indebtedness or offer to
repay in full and terminate all commitments under all Bank Indebtedness and to
repay the Bank Indebtedness owed to each holder of Bank Indebtedness which has
accepted such offer or (b) obtain the requisite consents under the Credit
Facility to permit the repurchase of the Securities as provided below. The
Company shall first comply with the covenant in the immediately preceding
sentence before it shall be required to repurchase Securities pursuant to the
provisions described below. The Company’s failure to comply with this Section
4.8 shall constitute an Event of Default under Section 6.1(4) and not under
6.1(2).




          (b) The Company shall disclose the occurrence of any Change of Control
Triggering Event by issuing a press release and filing a Form 8-K with the
Commission. Within 30 days following the date the Company obtains actual
knowledge that a Change of Control Triggering Event has occurred, the Company
must send, by first class mail, a notice to each Holder, with a copy to the
Trustee, stating: (1) that a Change of Control Triggering Event has occurred
or may occur and that such Holder has, or upon such occurrence will have, the
right to require the Company to purchase such Holder’s Securities at a purchase
price in cash equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of
Holders of record on a record date to receive interest on the relevant interest
payment date); (2) the circumstances and relevant facts and financial
information regarding such Change of Control Triggering Event; (3) the
repurchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed) (the “Change of Control Payment Date”);
(4) the instructions determined by the Company, consistent with this Section
4.8, that a Holder must follow in order to have its Securities purchased; and
(5) if such notice is mailed prior to the occurrence of a Change of Control
Triggering Event, that such offer is conditioned on the occurrence of such
Change of Control Triggering Event. Holders of the Securities electing to have
a Security purchased pursuant to a Change of Control Offer are required to
surrender the Security, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Security completed, to the Paying Agent at the
address specified in the notice prior to the close of business on the third
business day prior to the Change of Control Payment Date.



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          (c) The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Securities pursuant to a Change of Control Offer. To the extent
that the provisions of any securities laws or regulations conflict with this
Section 4.8, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.8 by virtue thereof.



          SECTION 4.9. Prohibition on Incurrence of Senior Subordinated Debt.
Neither the Company nor any Subsidiary Guarantor will incur or suffer to exist
Indebtedness that is senior in right of payment to the Securities or such
Subsidiary Guarantor’s Guarantee and subordinate in right of payment to any
Senior Indebtedness of the Company or such Subsidiary Guarantor, as the case
may be.



          SECTION 4.10. Limitation on Preferred Stock of Subsidiaries. The Company
will not permit any of its Restricted Subsidiaries to issue any Preferred Stock
(other than to the Company or to a Restricted Subsidiary of the Company) or
permit any Person (other than the Company or a Restricted Subsidiary of the
Company) to own any Preferred Stock of any Restricted Subsidiary of the
Company.



          SECTION 4.11. Limitation on Guarantees by Restricted Subsidiaries. The
Company will not permit any of its Restricted Subsidiaries, directly or
indirectly, to guarantee the payment of any Indebtedness of the Company, other
than guarantees of Indebtedness incurred pursuant to the Credit Facility (but
only if such guarantees are permitted by clause (ii) of Section 4.3 or
constitute Permitted Indebtedness), unless such Restricted Subsidiary, the
Company and the Trustee execute and deliver a supplemental indenture evidencing
such Restricted Subsidiary’s guarantee of the Securities (a “Guarantee”), such
Guarantee to be a senior subordinated unsecured obligation of such Restricted
Subsidiary; provided that if (w) any Subsidiary Guarantor is released from its
guarantee with respect to Indebtedness outstanding under the Credit Facility or
other Indebtedness the guarantee of which gave rise to the obligation to enter
into its Guarantee; (x) the Company or any of its Restricted Subsidiaries sells
or otherwise disposes (by merger or otherwise) of any Subsidiary Guarantor in
accordance with this Indenture, following which such Subsidiary Guarantor is no
longer a Restricted Subsidiary, (y) any Subsidiary Guarantor merges or
consolidates with and into the Company or another Subsidiary Guarantor that is
the surviving Person of such merger or consolidation, or (z) any Subsidiary
Guarantor becomes an Unrestricted Subsidiary, such Subsidiary Guarantor shall
automatically be released from its obligations as a Subsidiary Guarantor.
Neither the Company nor any such Subsidiary Guarantor shall be required to make
a notation on the Securities to reflect any such Guarantee. Nothing in this
Section 4.11 shall be construed to permit any Restricted Subsidiary of the
Company to incur Indebtedness otherwise prohibited by Section 4.3.



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          The supplemental indenture evidencing each Guarantee will provide that the
obligations of each Subsidiary Guarantor under its Guarantee will be limited to
the maximum amount, as will, after giving effect to all other contingent and
fixed liabilities of such Subsidiary Guarantor, result in the obligations of
such Subsidiary Guarantor under its Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under applicable law, or being void or
unenforceable under any law relating to insolvency of debtors.



          SECTION 4.12. Conduct of Business. The Company and its Restricted
Subsidiaries will not engage in any businesses which are not the same as, or
similar, related or ancillary to, the businesses in which the Company and its
Restricted Subsidiaries are engaged on the Issue Date.



          SECTION 4.13. Maintenance of Office or Agency. The Company shall maintain
the office or agency required under Section 2.3. The Company shall give prior
written notice to the Trustee of the location, and any change in the location,
of 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 address of the Trustee set forth in Section 13.2.



          SECTION 4.14. Corporate Existence. Except as otherwise permitted by
Article V, the Company shall do or cause to be done, at its own cost and
expense, all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate existence of each of its Restricted
Subsidiaries in accordance with the respective organizational documents of each
such Restricted Subsidiary and the material rights (charter and statutory) and
franchises of the Company and each such Restricted Subsidiary; provided,
however, that the Company shall not be required to preserve, with respect to
itself, any material right or franchise and, with respect to any of its
Restricted Subsidiaries, any such existence, material right or franchise, if
the Board of Directors of the Company shall determine in good faith that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and the Subsidiaries, taken as a whole.



          SECTION 4.15. Payment of Taxes and Other Claims. The Company shall pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all material taxes, assessments and governmental charges
(including withholding taxes and any penalties, interest and additions to
taxes) levied or imposed upon it or any of its Restricted Subsidiaries or
properties of it or any of its Restricted Subsidiaries and (ii) any lawful
claims for labor, materials and supplies that, if unpaid, might by law become a
Lien upon the property of it or any of its Restricted Subsidiaries; 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 properly instituted and diligently conducted for which adequate
reserves, to the extent required under GAAP, have been taken.



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          SECTION 4.16. Maintenance of Properties and Insurance. (a) The Company
shall, and shall cause each of its Restricted Subsidiaries to, maintain its
material properties in good working order and condition (subject to ordinary
wear and tear) and make all necessary repairs, renewals, replacements,
additions, betterments and improvements thereto and actively conduct and carry
on its business; provided, however, that nothing in this Section 4.16 shall
prevent the Company or any of its Restricted Subsidiaries from discontinuing
the operation and maintenance of any of its properties, if such discontinuance
is, in the good faith judgment of the Company or the Restricted Subsidiary, as
the case may be, desirable in the conduct of their respective businesses and is
not disadvantageous in any material respect to the Holders.



          (b) The Company shall provide or cause to be provided, for itself and each
of its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the good faith
judgment of the Company, are adequate and appropriate for the conduct of the
business of the Company and such Restricted Subsidiaries of the Company in a
prudent manner, with reputable insurers or with the government of the United
States of America or any agency or instrumentality thereof, in such amounts,
with such deductibles, and by such methods as shall be customary, in the good
faith judgment of the Company, for companies similarly situated in the
industry.



          SECTION 4.17. Compliance With Laws. The Company shall comply, and shall
cause each of its Restricted Subsidiaries to comply, with all applicable
statutes, rules, regulations, orders and restrictions of the United States of
America, all states and municipalities thereof, and of any governmental
department, commission, board, regulatory authority, bureau, agency and
instrumentality of the foregoing, in respect of the conduct of their respective
businesses and the ownership of their respective properties, except for such
noncompliances as are not in the aggregate reasonably likely to have a material
adverse effect on the financial condition or results of operations of the
Company and its Subsidiaries, taken as a whole.



          SECTION 4.18. Additional Information. The Company will deliver to the
Trustee within 15 days after the filing of the same with the Commission, copies
of the quarterly and annual reports and of the information, documents and other
reports, if any, which the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the
Company may not be subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company will file with the Commission, to the extent
permitted, and provide the Trustee and Holders with such annual reports and
such information, documents and other reports specified in Sections 13 and
15(d) of the Exchange Act. The Company will also comply with the other
provisions of TIA Section 314(a).



          Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein,



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including the Company’s compliance with any of its covenants hereunder (as
to which the Trustee is entitled to conclusively rely exclusively on Officers’
Certificates).




          SECTION 4.19. 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 4.20. Effect of Credit Rating on Certain Covenants. The Company’s
obligation to comply with the covenants set forth in Sections 4.3, 4.4, 4.5,
4.6, 4.7, 4.9, 4.10, 4.11, 4.12 and Section 5.1(a)(ii) hereof shall be
suspended (and the failure of the Company to comply with such covenants shall
not constitute an Event of Default pursuant to Section 6.1 hereof) at any time
when, but only for so long as, the Company has a Minimum Rating from either S&P
or Moody’s. Notwithstanding the foregoing, in the event that the suspended
covenants have not been terminated and the Company’s credit rating has been
downgraded from a Minimum Rating, the suspended covenants shall be reinstated
in full force and effect. On the first date on which the Company has a Minimum
Rating from both S&P and Moody’s, the covenants of the Company set forth in
Sections 4.3, 4.4, 4.5, 4.6, 4.7, 4.9, 4.10, 4.11, 4.12 and Section 5.1(a)(ii)
hereof shall cease to apply to the Company as of and at all times after such
date, regardless of whether the Company fails to maintain a Minimum Rating from
either S&P or Moody’s thereafter.



ARTICLE V




SUCCESSOR COMPANY




          SECTION 5.1. When Company May Merge or Transfer Assets. (a) The Company
will not, in a single transaction or a series of related transactions,
consolidate with or merge with or into, or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its assets to,
another Person or Persons unless:




     (i) either (A) the Company shall be the survivor of such merger or
consolidation or (B) the surviving Person is a corporation existing under
the laws of the United States, any state thereof or the District of
Columbia and such surviving Person shall expressly assume all the
obligations of the Company under the Securities and this Indenture;




     (ii) immediately after giving effect to such transaction (on a pro
forma basis, including any Indebtedness incurred or anticipated to be
incurred in connection with such transaction and the other adjustments
referred to in the definition of “Consolidated Fixed Charge Coverage
Ratio”), either (A) the Company or the surviving Person is able to incur
at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) in compliance with Section 4.3 or (B) the Consolidated
Fixed Coverage Ratio would be greater than it was immediately prior to
such transaction;




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     (iii) immediately after giving effect to such transaction (including any
Indebtedness incurred or anticipated to be incurred in connection with
the transaction), no Default or Event of Default shall have occurred and
be continuing; and




     (iv) the Company has delivered to the Trustee an Officers’
Certificate and Opinion of Counsel, each stating that such consolidation,
merger or transfer complies with this Indenture, that the surviving
Person agrees to be bound thereby and by the Securities, and that all
conditions precedent in this Indenture relating to such transaction have
been satisfied.



For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties and assets of one or more Subsidiaries of
the Company, the Capital Stock of which constitutes all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.
Notwithstanding the foregoing clauses (ii) and (iii) above, (a) any Restricted
Subsidiary of the Company may consolidate with, merge into or transfer all or
part of its properties and assets to the Company and (b) the Company may merge
with an Affiliate that is (x) a corporation that has no material assets or
liabilities and which was incorporated solely for the purpose of
reincorporating the Company in another jurisdiction or (y) a Restricted
Subsidiary of the Company so long as all assets of the Company and the
Restricted Subsidiaries immediately prior to such transaction are owned by such
Restricted Subsidiary and its Restricted Subsidiaries immediately after the
consummation thereof.




            (b) Upon any consolidation, combination or merger or any transfer of all
or substantially all of the assets of the Company in accordance with the
foregoing, the surviving entity shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture and the
Securities with the same effect as if such surviving entity had been named as
such.



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 (including
liquidated damages, if any, under the Registration Rights Agreement) on
any Security when the same becomes due and payable, whether or not such
payment shall be prohibited by Article X, and such default continues for
a period of 30 days;




     (2) the Company defaults in the payment of the principal of any
Security when the same becomes due and payable at its Stated Maturity,
upon redemption or



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otherwise (including the failure to make a payment to
purchase Securities tendered,
pursuant to a Change of Control Offer or a Net Proceeds Offer),
whether or not such payment shall be prohibited by Article X;




     (3) the Company defaults in the observance or performance of the
covenant set forth in Section 5.1;




     (4) the Company defaults in the observance or performance of any
other covenant or agreement contained in this Indenture, which default
continues for a period of 30 days after the Company receives written
notice specifying the default (and demanding that such default be
remedied) from the Trustee or the Holders of at least 25% of the
outstanding principal amount of the Securities;




     (5) the Company fails to pay at final maturity (giving effect to any
applicable grace periods and any extensions thereof) the principal amount
of any Indebtedness of the Company or any Restricted Subsidiary (other
than a Receivables Entity) of the Company, or the acceleration of the
final stated maturity of any such Indebtedness if the aggregate principal
amount of such Indebtedness, together with the principal amount of any
other such Indebtedness in default or failure to pay principal at final
maturity or which has been accelerated, aggregates $40,000,000 or more at
any time;




     (6) one or more judgments in an aggregate amount in excess of
$40,000,000 shall have been rendered against the Company or any of its
Significant Subsidiaries and such judgments remain undischarged, unpaid
or unstayed for a period of 60 days after such judgment or judgments
become final and non-appealable, and in the event such judgment is
covered by insurance, an enforcement proceeding has been commenced by any
creditor upon such judgment which is not promptly stayed;




     (7) the Company or a Significant Subsidiary pursuant to or within
the meaning of any Bankruptcy Law:




     (A) commences a voluntary case or proceeding;




     (B) consents to the entry of judgment, decree or order for
relief against it in an involuntary case or proceeding;




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




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




     (E) consents to or acquiesces in the institution of a
bankruptcy or an insolvency proceeding against it; or



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     (F) takes any corporate action to authorize or effect any of
the foregoing;




or takes any comparable action under any foreign laws relating to
insolvency; or




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




     (A) is for relief against the Company or any Significant
Subsidiary in an involuntary case;




     (B) appoints a Custodian of the Company or any Significant
Subsidiary or for any substantial part of its property; or




     (C) orders the winding up or liquidation of the Company or any
Significant Subsidiary;




or any similar relief is granted under any foreign laws and the order,
decree or relief remains unstayed and in effect for 60 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 any judgment, decree or order of any
to 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.



            The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers’ Certificate of
any Event of Default.



            SECTION 6.2. Acceleration. (a) If an Event of Default (other than an
Event of Default specified in 6.1(7) or (8) with respect to the Company) occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of outstanding Securities may declare the principal of and accrued
interest on all the Securities to be due and payable by notice in writing to
the Company and the Trustee specifying the respective Event of Default and that
it is a “notice of acceleration”, and the same shall become immediately due and
payable.



            (b) If an Event of Default specified in Sections 6.1(7) and (8) with
respect to the Company occurs and is continuing, then the principal of and
accrued interest on all the Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any holder of Securities.



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            (c) At any time after a declaration of acceleration with respect to the
Securities as described in Section 6.2(a) or (b) above, the Holders of a
majority in principal amount of the Securities may rescind and cancel such
declaration and its consequences (i) if the rescission would not conflict with
any judgment or decree, (ii) if all existing Events of Default
have been cured or waived except nonpayment of principal or interest that
has become due solely because of the acceleration, (iii) to the extent the
payment of such interest is lawful, interest on overdue installments of
interest and overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid, (iv) if the Company has paid the
Trustee its reasonable compensation and reimbursed the Trustee for its
expenses, disbursements and advances and (v) in the event of the cure or waiver
of an Event of Default of the type described in Section 6.1(6), (7) or (8), the
Trustee shall have received an Officers’ Certificate and an Opinion of Counsel
that such Event of Default has been cured or waived.



            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 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. Subject to Sections 6.7 and 9.2,
the holders of a majority in principal amount of the Securities may waive any
existing Default or Event of Default under this Indenture, and its
consequences, except (i) a default in the payment of the principal of or
interest on any Securities 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. 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. This paragraph of
this Section 6.4 shall be in lieu of § 316(a)(1)(B) of the TIA and such §
316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and
the Securities, as permitted by the TIA.



            Upon any such waiver, such Default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture and the Securities, but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.



            SECTION 6.5. Control by Majority. The Holders of a majority in principal
amount of the Securities may direct the time, method and place of conducting
any proceeding for



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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, 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 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. This Section
6.5 shall be in lieu of § 316(a)(1)(A) of the TIA, and such § 316(a)(1)(A) of
the TIA is hereby expressly excluded from this Indenture and the Securities, as
permitted by the TIA.




            SECTION 6.6. Limitation on Suits. 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 written 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 45 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 inconsistent with the request during
such 45-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, the right of any Holder to receive payment
of principal of and 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.



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            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 and the Securityholders allowed in
any judicial proceedings relative to the Company, its Subsidiaries or their
respective creditors or properties and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
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 holders of Senior Indebtedness to the extent required by
Article X;



            THIRD: to Securityholders for amounts due and unpaid on the
Securities far principal 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



            FOURTH: to the Company or any other obligors on the Securities as
their interests may appear, or as a court of competent jurisdiction may
direct.



            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 Trustee shall mail to each Securityholder and the Company 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 a Holder pursuant to Section 6.7 or a suit by Holders of
more than 10% in outstanding principal amount of the Securities.



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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.



            (b) Except during the continuance of an Event of Default (other than in
the case of clause (2) below the Events of Default specified therein):



     (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, including any such certificates or opinions furnished in
connection with an Event of Default under Section 6.1(3), (4) or (6).
However, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this
Indenture.



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



            (d) 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.



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



            (f) 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.



            (g) 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.



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            SECTION 7.2. Rights of Trustee. (a) The Trustee may rely on any document
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.



            (b) Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate 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
the Officers’ Certificate or Opinion of Counsel.



            (c) The Trustee may act through 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, 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 to each agent, custodian and other Person employed to act
hereunder.



            (h) The Trustee may request that the Company deliver 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.



            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 Sections 7.10 and 7.11.



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            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, it shall not be accountable for the Company’s use
of the proceeds from the Securities, and it shall not be responsible for the
Company’s authorization to issue the Securities, or any statement of the
Company in this Indenture, the Offering Memorandum 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 the Trustee shall mail to each Securityholder notice of the
Default or Event of Default within 30 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of 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, the Executive 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. As promptly as practicable
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 Section 313(a) if such a report is required by that section.
The Trustee also shall comply with TIA Section 313(b). The Trustee shall also
transmit by mail all reports required by TIA Section 313(c).



            A copy of each report at the time of its mailing to Securityholders shall
be filed with the Commission if required by law 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 services as the parties
shall agree in writing from time to time. 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 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 against any
and all loss, liability or expense (including reasonable attorneys’ fees and
expenses) incurred by it in connection with the administration of this trust
and the performance of its duties hereunder, including the costs and expenses
of



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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. 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. 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 indebtedness 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(7) or (8) 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 Trustee for any reason (the 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



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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 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,
consolidation or transfer 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, an successor to the Trustee may authenticate such
Securities either in the name of an predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have
the full force which it is anywhere in the Securities or in this Indenture
provided that the certificate of the Trustee shall have.



            SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a). The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 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 Section 310(b)(1) are met.



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



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




ARTICLE VIII




DISCHARGE OF INDENTURE; DEFEASANCE




            SECTION 8.1. Discharge of Liability on Securities. (a) The Company may
terminate its obligations under the Securities and this Indenture, except those
obligations referred to in Section 8.1(b), if all Securities previously
authenticated and delivered (other than destroyed, lost or stolen Securities
which have been replaced or paid or Securities for whose payment money has
theretofore been deposited with the Trustee or the Paying Agent in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company, as provided in Section 8.5) have been delivered to the Trustee for
cancellation and the Company has paid all sums payable by it hereunder, or if:




     (i) either (A) pursuant to Article III, the Company shall have given
notice to the Trustee and mailed a notice of redemption to each Holder of
the redemption of all of the Securities under arrangements satisfactory
to the Trustee for the giving of such notice or (B) all Securities have
otherwise become due and payable hereunder or (C) all Securities will
become due and payable at their stated maturity within one year or are to
be called for redemption within one year under arrangements reasonably
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company;




     (ii) the Company shall have irrevocably deposited or caused to be
deposited with the Trustee or a trustee satisfactory to the Trustee,
under the terms of an irrevocable trust agreement in form and substance
satisfactory to the Trustee, as trust funds in trust solely for the
benefit of the Holders for that purpose, money in such amount as is
sufficient without consideration of reinvestment of such money, to pay
principal of, premium on, if any, and interest on the outstanding
Securities to maturity or redemption, as the case may be; provided that
the Trustee shall have been irrevocably instructed to apply such money to
the payment of said principal, premium, if any, and interest with respect
to the Securities and, provided, further, that from and after the time of
deposit, the money deposited shall not be subject to the rights of
holders of Senior Indebtedness pursuant to the provisions of Article X;




     (iii) no Default or Event of Default with respect to this Indenture
or the Securities 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 material instrument to which the Company is a party or
by which it is bound;



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     (iv) the Company shall have paid all other sums payable by it
hereunder; and




     (v) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent providing for the termination of the Company’s obligations
under the Securities and this Indenture have been satisfied. Such
Opinion of Counsel shall also state that such satisfaction and discharge
does not result in a default under the Credit Facility (if then in
effect) or any other material agreement or instrument then known to such
counsel that binds or affects the Company.



            (b) Notwithstanding the foregoing paragraph, the Company’s obligations in
Sections 2.2, 2.5, 2.6, 2.7, 2.8, 4.1, 4.13, 4.14, 4.15, 4.17, 7.7, 8.4, 8.5
and 8.6 shall survive until the Securities are no longer outstanding pursuant
to the last paragraph of Section 2.8. After the Securities are no longer
outstanding, the Company’s obligations in Sections 7.7, 8.4, 8.5 and 8.6 shall
survive.



            After such delivery or irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company’s obligations under the
Securities and this Indenture except for those surviving obligations specified
above.



            SECTION 8.2. Legal Defeasance and Covenant Defeasance. (a) The Company
may, at its option by Board Resolution of the Board of Directors of the
Company, at any time, elect to have either paragraph (b) or (c) below be
applied to all outstanding Securities upon compliance with the conditions set
forth in Section 8.3.



            (b) Upon the Company’s exercise under paragraph (a) hereof of the option
applicable to this paragraph (b), the Company shall, subject to the
satisfaction of the conditions
set forth in Section 8.3, be deemed to have been discharged from its
obligations with respect to all outstanding Securities on the date the
conditions-set forth below are satisfied (hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Company shall be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Securities, which shall thereafter be deemed to be “outstanding” only for the
purposes of Section 8.4 hereof and the other Sections of this Indenture
referred to in (i) through (iv) below, and to have satisfied all its other
obligations under such Securities and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), and the following provisions shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of
outstanding Securities to receive solely from the trust fund described in
Sections 8.3 and 8.4 hereof, and as more fully set forth in such Sections,
payments in respect of the principal of (and premium, if any, on) and interest
on such Securities when such payments are due, (ii) the Company’s obligations
with respect to such Securities under Article II and Section 4.13 hereof, (iii)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
the Company’s obligations in connection therewith and (iv) this Article VIII.
The Holders of the Securities and any amounts deposited under Section 8.3



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hereof shall cease to be subject to any obligations to, or the rights of, any
holder of Senior Indebtedness or Guarantor Senior Indebtedness under Article X
or otherwise. Subject to compliance with this Article VIII, the Company may
exercise its option under this paragraph (b) notwithstanding the prior exercise
of its option under paragraph (c) hereof.




            (c) Upon the Company’s exercise under paragraph (a) hereof of the option
applicable to this paragraph (c), the Company shall, subject to the
satisfaction of the conditions set forth in section 8.3 hereof, be released
from its obligations under the covenants contained in Sections 4.2 through 4.12
and Article V hereof with respect to the outstanding Securities on and after
the date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Securities shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Securities shall not be deemed
outstanding for accounting purposes) and Holders of the Securities and any
amounts deposited under Sections 8.3 and 8.4 hereof shall cease to be subject
to any obligations to, or the rights of, any holder of Senior Indebtedness
under Article X or otherwise. For this purpose, such Covenant Defeasance means
that, with respect to the outstanding Securities, 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 any reason of
any reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 6.1(3) hereof, but, except as specified above,
the remainder of this Indenture and such Securities shall be unaffected
thereby.



            SECTION 8.3. Conditions to Defeasance. The Company may exercise its Legal
Defeasance option or its Covenant Defeasance option only if:



     (1) the Company irrevocably deposits with the Trustee, in trust, for
the benefit of the holders of the Securities cash in U.S. dollars,
non-callable U.S. Government Obligations, or a combination thereof, in
such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay the principal of,
premium, if any, and interest on the Securities on the stated date for
payment thereof or on the applicable redemption date, as the case may be;
provided that the Trustee shall have received an irrevocable written
order from the Company instructing the Trustee to apply such cash in U.S.
dollars or the proceeds of such U.S. Government Obligations to said
payments with respect to the Securities;



     (2) in the case of a Legal Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (i) the Company has
received from, or there has been published by, the



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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;



     (3) in the case of a Covenant Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Securityholders
will not recognize income, gain or loss for Federal income tax purposes
as a result of such Covenant Defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred;



     (4) no Default or Event of Default or event which with notice or
lapse of time or both would become a Default or an Event of Default with
respect to the Securities shall have occurred and be continuing on the
date of such deposit (other than a Default or Event of Default with
respect to this Indenture resulting from the incurrence of Indebtedness,
all or a portion of which will be used to defease the Securities
concurrently with such incurrence) or insofar as Sections 6.1(7) and
6.1(8) hereof are concerned, at any time in the period ending on the 91st
day after the date of such deposit;



     (5) 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;



     (6) the Company shall have delivered to the Trustee an Officers’
Certificate stating that the deposit was not made by the Company with the
intent of preferring the
Holders over any other creditors of the Company or with the intent
of defeating, hindering, delaying or defrauding any other creditors of
the Company or others;



     (7) the Company delivers to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that all conditions precedent to the
defeasance and discharge of the Securities and this Indenture as
contemplated by this Article VIII have been complied with;



     (8) the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that (A) the trust funds will not be subject to any
rights of holders of Indebtedness of the Company other than 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 is an insider of the Company, after the 91st day following
the



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deposit, the trust funds will not be subject to the effect of an
applicable bankruptcy insolvency, reorganization or similar laws
affecting creditors’ rights generally; and




     (9) the Company delivers to the Trustee an Opinion of Counsel 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.



            Before or after a deposit, the Company may make arrangements satisfactory
to the Trustee for the redemption of Securities at a future date in accordance
with Article III.



            SECTION 8.4. Application of Trust Money. The Trustee or Paying Agent
shall hold in trust U.S. Legal Tender or U.S. Government Obligations deposited
with it pursuant to this Article VIII, and shall apply the deposited U.S. Legal
Tender and the money from U.S. Government Obligations in accordance with this
Indenture to the payment of principal of, premium, if any, and interest on the
Securities. The Trustee shall be under no Obligation to invest said U.S. Legal
Tender or U.S. Government obligations except as it may agree with the Company.



            The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Legal Tender or U.S.
Government Obligations deposited pursuant to Section 8.3 hereof or the
principal, premium, if any, and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the
Holders of the outstanding Securities.



            Anything in this Article VIII to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the Company’s
request any U.S. Legal Tender or U.S. Government Obligations held by it as
provided in Section 8.3 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.



            SECTION 8.5. Repayment to Company. Subject to this Article VIII, the
Trustee and the Paying Agent shall promptly pay to the Company, upon request
any excess U.S. Legal Tender or U.S. Government Obligations held by them at any
time and thereupon shall be relieved from all liability with respect to such
money. The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal or interest that remains
unclaimed for two years; provided that the Trustee or such Paying Agent, before
being required to make any payment, may at the expense of the Company cause to
be published once in a newspaper of general circulation in the City of New York
or mail to each Holder entitled to such money notice that such money remains
unclaimed and that after a date specified therein which shall be at least 30
days from the date of such publication or mailing any unclaimed balance of such
money then remaining will be repaid to the Company. After payment



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to the
Company, Holders entitled to such money must look to the Company for payment as
general creditors unless an applicable law designates another Person.




            SECTION 8.6. Reinstatement. If the Trustee or Paying Agent is unable to
apply any U.S. Legal Tender or U.S. Government Obligations 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 Company’s obligations 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 U.S. Legal Tender or
U.S. Government Obligations in accordance with this Article VIII; provided 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 U.S. Legal Tender or U.S. Government Obligations held by the
Trustee or Paying Agent.



ARTICLE IX




AMENDMENTS




            SECTION 9.1. Without Consent of Holders. The Company 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;
provided that such amendment does not in the opinion of the Trustee,
adversely affect the rights of any Holder in any material respect;




     (2) to comply with Article V or to provide for the assumption by a
successor of the obligations of a Subsidiary Guarantor;




     (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 make any change in Article X that would limit or terminate
the benefits available to any holder of Senior Indebtedness (or
Representatives therefor) under Article X;




     (5) to add Guarantees with respect to the Securities or 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;



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




     (8) to make any change that does not 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 and provisions relating to an increase in interest
rates in the event the Securities are not registered under the Securities
Act will be modified or eliminated, as appropriate), and which will be
treated together with any outstanding Initial Securities, as a single
issue of securities;




     (10) to secure the Securities pursuant to the requirements of
Section 4.2 or otherwise;




     (11) to confirm and evidence the release, termination or discharge
of any Guarantee or Lien with respect to or securing the Securities when
such release, termination or discharge is provided for under this
Indenture;




     (12) to provide for or confirm the issuance of Additional Notes
(subject to compliance with Section 4.3); or




     (13) to provide that any Indebtedness that becomes or will become an
obligation of a successor company or a Subsidiary Guarantor pursuant to a
transaction governed by the provisions of Section 5.1 (and that is not a
Subordinated Obligation) is Senior Subordinated Indebtedness for purposes
of this Indenture;



provided, however, that the Company has delivered to the Trustee an Opinion of
Counsel stating that such amendment or supplement complies with the provisions
of this Section 9.1.




            SECTION 9.2. With Consent of Holders. Subject to Section 6.7, the
Company, when authorized by a resolution of its Board of Directors, and the
Trustee may amend or supplement this Indenture or the Securities with the
written consent of the Holders of a majority in principal amount of the
outstanding Securities. Subject to Section 6.7, the Holders of a majority in
principal amount of the outstanding Securities may waive compliance by the
Company with any provision of this Indenture or the Securities. However,
without the consent of the Holder of each Security affected, an amendment,
supplement or waiver, including a waiver pursuant to Section 6.4, may not:




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



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     (2) reduce the rate of or change or have the effect of changing the
time for payment of interest, including defaulted interest, on any
Security;




     (3) reduce the principal of or change or have the effect of changing
the Stated Maturity of any Security, or change the date on which any
Securities may be subject to redemption or repurchase, or reduce the
redemption or repurchase price therefor;




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




     (5) make an change in provisions of this Indenture protecting the
right of each Holder to receive payment of principal of, premium, if any,
and interest on such Security on or after the due date thereof or to
bring suit to enforce such payment or permitting holders of a majority in
principal amount of the Securities to waive Defaults or Events of Default
(other than Defaults or Events of Default with respect to the payment of
principal of, premium, if any, or interest on the Securities);




     (6) amend, change or modify in any material respect the obligation
of the Company to make and consummate a Change of Control Offer or make
and consummate a Net Proceeds Offer with respect to any Asset Sale that
has been consummated or modify any of the provisions or definitions with
respect thereto; or




     (7) modify Article X or the definitions used in Article X of this
Indenture to adversely affect the Holders in any material respect.



            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.



            An amendment under this Section may not make any change that adversely
affects the rights under Article X of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or any group or
representative thereof authorized to give a consent) consent to such change.



            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 Trust Indenture Act of 1939,
as amended as then in effect.



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            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. After an
amendment or waiver becomes effective, it shall bind every Securityholder,
unless it makes a change described in any of clauses (1) through (7) of Section
9.2, in which case, the amendment or waiver shall bind only each Securityholder
who has consented to it and every subsequent Holder of a Security or portion of
a Security that evidences the same debt as the consenting Holder; provided that
any such waiver shall not impair or affect the right of any Holder to receive
payment of principal of, premium, if any, and interest on a Security, on or
after the respective due dates expressed in such Security, or to bring suit for
the enforcement of any such payment on or after such respective dates without
the consent of such Holder.



            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,
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 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 Section 7.1) 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.



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ARTICLE X




SUBORDINATION




            SECTION 10.1. Agreement to Subordinate. The Company agrees, and each
Securityholder by accepting a Security agrees, that the Indebtedness evidenced
by the Securities is subordinated in right of payment, to the extent and in the
manner provided in this Article X, to the prior payment of all Senior
Indebtedness and that the subordination is for the benefit of and enforceable
by the holders of Senior Indebtedness. The Securities will also be effectively
subordinated to any Secured Indebtedness of the Company to the extent of the
value of the assets securing such Indebtedness, and to all existing and future
obligations of the Company’s Subsidiaries. The Securities shall in all
respects rank pari passu with all other Senior Subordinated Indebtedness of the
Company and only Indebtedness of the Company which is Senior Indebtedness will
rank senior to the Securities in accordance with the provisions set forth
herein. All provisions of this Article X shall be subject to Section 10.12.



            SECTION 10.2. Liquidation, Dissolution, Bankruptcy. Upon any payment or
distribution of the assets or securities of the Company to creditors upon a
total or partial liquidation or dissolution or reorganization or similar
proceeding of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its properties,
or in an assignment for the benefit of creditors or any marshalling of the
assets and liabilities of the Company, whether voluntary or involuntary:




     (1) holders of Senior Indebtedness shall be entitled to receive
payment in full in cash or Cash Equivalents of all Senior Indebtedness
before Securityholders shall be entitled to receive any payment of
principal of, premium, if any, or interest on or other amounts with
respect to the Securities; and




     (2) until the Senior Indebtedness is paid in full in cash or Cash
Equivalents, any payment or distribution to which Securityholders would
be entitled but for this Article X shall be made to holders of Senior
Indebtedness as their interests may appear.



            SECTION 10.3. Default on Senior Indebtedness. The Company may not pay
principal of, premium (if any) or interest on, or any other amount in respect
of, the Securities or make any deposit pursuant to Article VIII and may not
otherwise purchase, redeem or otherwise retire any Securities (collectively,
“pay the Securities”) if any amount due in respect of any Senior Indebtedness
(including, without limitation any amount due as a result of acceleration of
the maturity thereof by reason of default or otherwise) has not been paid in
full in cash or Cash Equivalents unless the default has been cured or waived
and any such acceleration has been rescinded or such Senior Indebtedness has
been paid in full in cash or Cash Equivalents. However, the Company may pay
the Securities without regard to the foregoing if the Company and the Trustee
receive written notice approving such payment from the Representative of the



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holders of the Designated Senior Indebtedness with respect to which the events
set forth in the immediately preceding sentence have occurred and are
continuing.




            In addition, during the continuance of any default (other than a payment
default described in the first sentence of the immediately preceding paragraph)
with respect to any Designated Senior Indebtedness pursuant to which the
maturity thereof may be accelerated immediately without further notice (except
such notice as may be required to effect such acceleration) or the expiration
of any applicable grace periods, the Company may not pay the Securities for a
period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee
(with a copy to the Company) of written notice (a “Blockage Notice”) of such
default from the Representative of the holders of such Designated Senior
Indebtedness specifying an election to effect a Payment Blockage Period and
ending 179 days thereafter (or earlier if such Payment Blockage Period is
terminated (i) by written notice to the Trustee and the Company from the Person
or Persons who gave such Blockage Notice, (ii) because the default giving rise
to such Blockage Notice and all other defaults with respect to such Designated
Senior Indebtedness shall have been cured or shall have ceased to exist or
(iii) because such Designated Senior Indebtedness has been discharged or repaid
in full in cash or Cash Equivalents).



            Notwithstanding the provisions described in the immediately preceding
paragraph, unless any payment default described in the first sentence of the
second immediately preceding paragraph has occurred and is then continuing, the
Company may resume payments on the Securities after the end of such Payment
Blockage Period, including any missed payments. Not more than one Blockage
Notice may be given in any consecutive 360-day period, irrespective of the
number of defaults with respect to Designated Senior Indebtedness during such
period. However, if any Blockage Notice within such 360-day period is given by
or on behalf of any holders of Designated Senior Indebtedness other than the
Bank Indebtedness, a Representative of holders of Bank Indebtedness may give
another Blockage Notice within such period. In no event, however, may the
total number of days during which any Payment Blockage Period or Periods is in
effect exceed 179 days in the aggregate during any 360 consecutive day period,
and there must be a 181 consecutive day period during any 360 consecutive day
period which no Payment Blockage Period is in effect.



            SECTION 10.4. Acceleration of Payment of Securities. If payment of the
Securities is accelerated because of an Event of Default, the Company shall
promptly notify the holders of the Designated Senior Indebtedness or the
Representative of such holders of the acceleration and provide copies of such
notices to the Trustee.



            If any Designated Senior Indebtedness is outstanding at the time of such
acceleration, the Company may not pay the Securities until the earlier of five
Business Days after the holder or Representative of such Designated Senior
Indebtedness receives notice of such acceleration or the date of acceleration
of such Designated Senior Indebtedness and, thereafter, may pay the Securities
only if this Article X otherwise permits payments at that time.



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            SECTION 10.5. When Distribution Must Be Paid Over. If a payment or
distribution is made to Securityholders that because of this Article X should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness and promptly pay it
over to them as their respective interests may appear.



            SECTION 10.6. Subrogation. After all Senior Indebtedness is paid in full
in cash and until the Securities are paid in full, Securityholders shall be
subrogated to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness. A distribution made under
this Article X to holders of Senior Indebtedness which otherwise would have
been made to Securityholders is not, as between the Company and
Securityholders, a payment by the Company of Senior Indebtedness.



            SECTION 10.7. Relative Rights. This Article X defines the relative rights
of Securityholders and holders of Senior Indebtedness. Nothing in this
Indenture shall:




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




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



            SECTION 10.8. Subordination May Not Be Impaired by Company. No right of
any holder of Senior Indebtedness to enforce the subordination of the
Indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by the Company or by the failure of the Company to comply with
this Indenture.



            SECTION 10.9. Rights of Trustee and Paying Agent. Notwithstanding Section
10.3, the Trustee or Paying Agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a Trust Officer of the Trustee
receives written notice satisfactory to it specifically stating that payments
may not be made under this Article X. The Company, the Registrar or
co-registrar, the Paying Agent, a Representative or a holder of Senior
Indebtedness may give the notice.



            The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. The
Registrar and co-registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this
Article X with respect to any Senior Indebtedness which may at any time be held
by it, to the same extent as any other holder of Senior Indebtedness; and
nothing in Article VII shall deprive the Trustee of any of its rights as such
holder. Nothing in this Article X shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.7.



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            SECTION 10.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representative (if
any).



            SECTION 10.11. Article X Not To Prevent Events of Default or Limit Right
to Accelerate. The failure to make a payment in respect of the Securities by
reason of any
provision in this Article X shall not be construed as preventing the
occurrence of a Default or Event of Default. Nothing in this Article X shall
have an effect on the right of the Securityholders or the Trustee to accelerate
the maturity of the Securities.



            SECTION 10.12. Trust Moneys Not Subordinated. Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of U.S.
Legal Tender or U.S. Government Obligations held in trust under Article VIII by
the Trustee for the payment of principal of and interest on the Securities
shall not be subordinated to the prior payment of any Senior Indebtedness or
subject to the restrictions set forth in this Article X, and none of the
Securityholders shall be obligated to pay over any such amount to the Company,
any holder of Senior Indebtedness of the Company or any other creditor of the
Company.



            SECTION 10.13. Trustee Entitled to Rely. Upon any payment or distribution
pursuant to this Article X, the Trustee and the Securityholders shall be
entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 10.2
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior
Indebtedness for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other Indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article X. In the event that the Trustee determines, in good
faith, that evidence is required with respect to the right of any person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article X, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and other facts
pertinent to the rights of such Person under this Article X, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment. The provisions of Sections 7.1 and 7.2 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article X.



            SECTION 10.14. Trustee to Effectuate Subordination. Each Securityholder
by accepting a Security authorizes and directs the Trustee on his behalf to
take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the



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Securityholders and the holders of
Senior Indebtedness as provided in this Article X and appoints the Trustee as
attorney-in-fact for any and all such purposes.




            SECTION 10.15. Trustee Not Fiduciary for Holders of Senior Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders if it shall
mistakenly pay over or distribute to Securityholders or the Company or any
other Person, money or assets to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article X or otherwise.



            SECTION 10.16. Reliance by Holders of Senior Indebtedness on Subordination
Provisions. Each Securityholder by accepting a Security acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Securities, to acquire and continue to hold, or to continue to
hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be
deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness.



ARTICLE XI




[RESERVED]




ARTICLE XII




[RESERVED]




ARTICLE XIII




MISCELLANEOUS




            SECTION 13.1. 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.



            SECTION 13.2. Notices. Any notice or communication shall be in writing
and delivered in person or mailed by first-class mail addressed as follows:




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if to the Company:


Fisher Scientific International Inc.

Liberty Lane

Hampton, NH 03842


Attention of General Counsel


if to the Trustee:


The Bank of New York

101 Barclay Street, 8 West

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 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.



          SECTION 13.3. Communication by Holders With Other Holders.
Securityholders may communicate pursuant to TIA Section 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 Section 312(c).



          SECTION 13.4. 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, upon request, 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, provided that such
Officers’ Certificate shall not be given in connection with the issuance
of the Initial Notes; and



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     (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, provided that such
Opinion of Counsel shall not be given in connection with the issuance of
the Initial Notes.



          SECTION 13.5. 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;




     (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.



          SECTION 13.6. 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 the Trustee 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 13.7. 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 13.8. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday
or a day on which banking institutions are not required to be open in the State
of New York or in the state in which the corporate trust office of the Trustee
is located. 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.



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          SECTION 13.9. Governing Law. This Indenture and the Securities shall be
governed by, and construed in accordance with, the laws of the State of New
York but without giving effect to applicable principles of conflicts of law to
the extent that the application of the laws of another jurisdiction would be
required thereby.



          SECTION 13.10. No Recourse Against Others. A director, officer, employee
or stockholder, as such, of the Company shall not have a liability for any
obligations of the Company under the Securities or this Indenture 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 13.11. Successors. All agreements of the Company and the
Subsidiary Guarantors in this Indenture and the Securities shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successors.



          SECTION 13.12. 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 13.13. Variable Provisions. The company initially appoints the
Trustee as Paying Agent and Registrar and custodian with respect to any Global
Securities.



          SECTION 13.14. Qualification Of Indenture. The Company shall qualify this
Indenture under the TIA in accordance with the terms and conditions of the
Registration Rights Agreement and shall pay all reasonable costs and expenses
(including attorneys’ fees 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 13.15. 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.



[SIGNATURE PAGE FOLLOWS]




-82-









 







[SIGNATURE PAGE]




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



	 	 	 	 	 	 	 
	 	 	FISHER SCIENTIFIC INTERNATIONAL INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ KEVIN P. CLARK	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Name: Kevin P. Clark	 	 
	

	 	 	 	Title: Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ VAN K. BROWN	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Name: Van K. Brown	 	 
	

	 	 	 	Title: Vice President	 	 







 









 






EXHIBIT A




[FORM OF FACE OF TRANSFER RESTRICTED SECURITY]




[Global Securities Legend]




          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 ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
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.



[Restricted Securities Legend]




          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. 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 OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION AND SUBJECT TO COMPLIANCE WITH OTHER APPLICABLE LAWS.



          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS (OR
SUCH SHORTER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(K) (OR ANY
SUCCESSOR PROVISION THEREOF) AS PERMITTING THE RESALE BY NON-AFFILIATES OF
RESTRICTED SECURITIES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY, ANY GUARANTOR OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS



A-1









 







SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE “RESALE RESTRICTION
TERMINATION DATE”), 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 (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A 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” (“IAI”) WITHIN THE MEANING OF SUBPARAGRAPH (A) (1), (2),
(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF SUCH AN IAI, IN EACH CASE, IN A TRANSACTION
INVOLVING A MINIMUM PURCHASE PRICE OF $250,000 FOR SUCH SECURITIES, 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
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND OTHERWISE IN COMPLIANCE WITH OTHER APPLICABLE LAWS, SUBJECT
TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE.



[Regulation S
Securities Legend]a




          [UNTIL THE EXPIRATION OF THE “40 DAY DISTRIBUTION COMPLIANCE PERIOD”
(WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES
ACT), BENEFICIAL OWNERSHIP INTERESTS IN THIS SECURITY MAY ONLY BE SOLD, PLEDGED
OR TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR
SYSTEM, OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME. THIS LEGEND WILL BE REMOVED
UPON THE EXPIRATION OF SUCH 40 DAY DISTRIBUTION COMPLIANCE PERIOD.]









	a	 	To be included on each Security certificate evidencing Securities sold in
offshore transactions to non-U.S. persons in reliance on Regulation S
promulgated under the Securities Act until the 40th day after the Issue Date.




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FISHER SCIENTIFIC INTERNATIONAL INC.




	 	 	 
	No.

	 	Principal Amount $                      







CUSIP NO.




6 3⁄4% Senior Subordinated Note due 2014




          Fisher Scientific International Inc., a Delaware corporation, promises to
pay to Cede & Co., or registered assigns, the principal sum of $   
on August 15, 2014.



          Interest Payment Dates: February 15 and August 15.



          Record Dates: February 1 and August 1.



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



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          IN WITNESS WHEREOF, the Company has caused this Security to be signed
manually or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto and imprinted hereon.



	 	 	 	 	 	 	 
	Dated:	 	FISHER SCIENTIFIC INTERNATIONAL INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 







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	 	 







A-4









 






(Reverse of Security)




6 3⁄4% Senior Subordinated Note due 2014




1. Interest




          Fisher Scientific International Inc., a Delaware 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
       and        of
each year, commencing           . 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 the date of issuance. The Company shall pay
interest on overdue principal or premium, if any, and interest 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 February 15 and August 15
immediately preceding the interest payment date even if Securities are
canceled, 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. However, the Company may pay principal
and interest by check payable in such money. It may mail an interest check to
a Holder’s registered address.



3. Paying Agent and Registrar




          Initially, The Bank of New York, a banking corporation duly organized and
existing under the laws of the State of New York (the “Trustee”), will act as
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 domestically incorporated Wholly Owned Subsidiaries may
act as Paying Agent, Registrar or co-registrar.



4. Indenture




          The Company issued the Securities under an Indenture dated as of August
20, 2003 (as it may be amended or supplemented from time to time in accordance
with the terms



A-5









 







thereof, the “Indenture”), among the Company 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. §§
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 Initial Securities, the Exchange Securities and any Additional
Securities are treated as a single class of securities under the Indenture.
The Indenture imposes certain limitations on the incurrence of Indebtedness by
the Company and its Restricted Subsidiaries, the payment of dividends and other
distributions on the Capital Stock of the Company and its Restricted
Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted
Subsidiaries, the investments of the Company, its Subsidiaries and transactions
with Affiliates, Liens, dividends and other payment restrictions affecting
Subsidiaries, incurrence of senior subordinated Indebtedness, preferred stock
of Subsidiaries and future guarantees. In addition, the Indenture limits the
ability of the Company and its Restricted Subsidiaries to restrict
distributions and dividends from Restricted Subsidiaries.



5. Optional Redemption




          (a) At any time prior to August 15, 2009, the Securities may be redeemed
or purchased (by the Company or any other Person) in whole or in part, at the
Company’s option, at a price (the “Redemption Price”) equal to 100% of the
principal amount thereof plus the Applicable Premium as of, and accrued but
unpaid interest, if any, to, the date of redemption or purchase (the
“Redemption Date”) (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).
Such redemption or purchase may be made upon notice mailed by first-class mail
to each Holder’s registered address, not less than 30 nor more than 60 days
prior to the Redemption Date. The Company may provide in such notice that
payment of the Redemption Price and performance of its obligations with respect
to such redemption or purchase may be performed by another Person. Any such
redemption, purchase or notice may, at the Company’s discretion, be subject to
the satisfaction of one or more conditions precedent, including but not limited
to the occurrence of a Change of Control Triggering Event.



          “Applicable Premium” means, with respect to a Security at any Redemption
Date, the greater of (i) 1.0% of the then outstanding principal amount of such
Security and (ii) the excess of (A) the present value at such Redemption Date
of (1) the redemption price of such Security on August 15, 2009 (such
redemption price being that described below in clause (b)), plus (2) all
required remaining scheduled interest payments due on such Security through
such date, in each case computed using a discount rate equal to the Treasury
Rate plus 75 basis points, over (B) the principal amount of such Security on
such Redemption Date. Calculation of the Applicable Premium will be made by
the Company or on the Company’s behalf by such Person as the Company shall
designate; provided that such calculation shall not be a duty or obligation of
the Trustee.



A-6









 





          “Treasury Rate” means, with respect to a Redemption Date, the yield to
maturity at the time of computation of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two
Business Days prior to such Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source or similar market data))
most nearly equal to the period from such Redemption Date to August 15, 2009;
provided, however, that if the period from the Redemption Date to such date is
not equal to the constant maturity of the United States Treasury security for
which a weekly average yield is given, the Treasury Rate shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of a year) from the
weekly average yields of United States securities for which such yields are
given, except that if the period from the Redemption Date to such date is less
than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.



          (b) In addition, on and after August 15, 2009, the Securities will be
redeemable, at the Company’s option, in whole at any time or in part from time
to time, upon not less than 30 nor more than 60 days prior notice mailed by
first class mail to each Holder’s registered address, at the following
redemption prices (expressed as percentages of principal amount) if redeemed
during the twelve month period commencing on August 15 of the year set forth
below plus, in each case, accrued and unpaid interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date):



	 	 	 	 	 
	Year
	 	Redemption Price

	2009
	 	 	103.375	%
	2010
	 	 	102.250	%
	2011
	 	 	101.125	%
	2012 and thereafter
	 	 	100.000	%







The Company may provide in such notice that payment of the redemption price and
performance of its obligations with respect to such redemption or purchase may
be performed by another Person. Any such redemption, purchase or notice may,
at the Company’s discretion, be subject to the satisfaction of one or more
conditions precedent, including but not limited to the occurrence of a Change
of Control Triggering Event.



          (c) Notwithstanding the foregoing, at any time, or from time to time, on
or prior to August 15, 2007, the Company may, at its option, use the net cash
proceeds of one or more Equity Offerings to redeem up to 40% of the aggregate
principal amount of Securities originally issued at a redemption price equal to
106.75% of the principal amount thereof plus accrued interest to the date of
redemption; provided that at least 60% of the original principal amount of
Securities remains outstanding immediately after any such redemption (excluding
any Securities owned by the Company). In order to effect the foregoing
redemption with the proceeds of any Equity Offering, the Company must mail a
notice of redemption no later than 60



A-7









 







days after the related Equity Offering and must consummate such redemption
within 90 days of the closing of the Equity Offering.



6. Notice of Redemption




          Notice of redemption pursuant to the foregoing paragraph 5 will be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his registered address. If fewer than
all the Securities are to be redeemed, the Trustee shall select the Securities
to be redeemed pro rata or by lot or by a method that complies with applicable
legal and securities exchange requirements, if any, and that the Trustee
considers fair and appropriate and in accordance with methods generally used at
the time of selection by fiduciaries in similar circumstances; provided,
however, that if a partial redemption is made with the proceeds of an Equity
Offering, selection of the Securities or portion thereof for redemption shall
be made by the Trustee only on a pro rata basis, unless such method is
otherwise prohibited. Securities in denominations of principal amount larger
than $1,000 may be redeemed in part but only in whole multiples of $1,000. If
money sufficient to pay the redemption price of and accrued and unpaid interest
on all Securities (or portions thereof) to be redeemed on the redemption date
is deposited with the Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date interest ceases to
accrue on such Securities (or such portions thereof) called for redemption.



7. Option of Holder to Elect Purchase




          Upon a Change of Control Triggering Event, any Holder of Securities will
have the right to require that the Company purchase all or a portion of such
Holder’s Securities pursuant to the Indenture at a purchase price in cash equal
to 101% of the principal amount thereof plus accrued interest to the date of
repurchase as provided in, and subject to the terms of, the Indenture.



          Under certain circumstances, in the event the Net Cash Proceeds received
by the Company or a Restricted Subsidiary from an Asset Sale are not used (a)
to prepay any Senior Indebtedness and, in the case of any Senior Indebtedness
under any revolving credit facility, effect a permanent reduction in the
availability under such revolving credit facility, (b) to reinvest in
Productive Assets or (c) a combination of prepayment and investment permitted
by the foregoing clauses (a) and (b), then such aggregate amount of Net Cash
Proceeds which have not been applied on or before such Net Proceeds Offer
Trigger Date shall be applied by the Company or such Restricted Subsidiary to
make an offer to purchase on a date not less than 30 nor more than 45 days
following the applicable Net Proceeds Offer Trigger Date from all Holders on a
pro rata basis that amount of Securities equal to the Note Offer Amount at a
price in cash equal to 100% of the principal amount of the Securities to be
purchased, plus accrued and unpaid interest thereon, if any, to the date of
purchase.



8. Subordination




          The Securities are subordinated to Senior Indebtedness, as defined in the
Indenture. To the extent provided in the Indenture, Senior Indebtedness must
be paid before the



A-8









 







Securities may be paid. The Company agrees, and each Securityholder by
accepting a Security agrees, to the subordination provisions contained in the
Indenture and authorizes the Trustee to give them effect and appoints the
Trustee as attorney-in-fact for such purpose.



     9. 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 of any Security for a period beginning (i) 15 Business
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
(ii) 15 Business Days before an interest payment date and ending on such
interest payment date.



10. Persons Deemed Owners




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



11. 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.



12. Defeasance; Discharge




          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
Obligations for the payment of principal of, premium, if any, and interest on
the Securities to redemption or maturity, as the case may be.



13. 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 outstanding
Securities and (ii) any default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal
amount of the 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, among other things
set forth in the Indenture, cure any ambiguity,



A-9









 







omission, defect or inconsistency, or to make any change that does not
adversely affect the rights of any Securityholder, or to provide for the
issuance of Exchange Securities.



14. Defaults and Remedies




          Under the Indenture, Events of Default include (i) default for 30 days in
payment of interest on the Securities; (ii) default in payment of principal on
the Securities at maturity, upon redemption pursuant to paragraph 5 of the
Securities, upon required repurchase, upon declaration or otherwise; (iii)
failure by the Company to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice and lapse of time; (iv) failure
to pay at final maturity (giving effect to any applicable grace period and any
extensions thereof) the principal amount of any Indebtedness of the Company or
any Restricted Subsidiary (other than a Receivables Entity) of the Company, or
the acceleration of the final maturity of any such Indebtedness, if the
aggregate principal amount of any such Indebtedness, together with the
principal amount of any such other Indebtedness in default for failure to pay
principal at final maturity or which has been accelerated, aggregates
$40,000,000 or more at any time; (v) certain events of bankruptcy or insolvency
with respect to the Company or any Significant Subsidiary; and (vi) certain
final, non-appealable judgments or decrees for the payment of money in excess
of $40,000,000 against the Company or any Significant Subsidiary. If an Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25%
of the outstanding principal amount of the Securities may declare all the
Securities to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Securities being due
and payable immediately upon the occurrence of such Events of Default.



          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.



15. Trustee Dealings with the Company




          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.



16. No Recourse Against Others




          A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting



A-10









 







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.



17. 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.



18. 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).



19. 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.



     20. [Registration Rights.



          Pursuant to the Registration Rights Agreement by and among the Company and
certain initial purchasers of the Securities evidenced by this Security, the
Company will be obligated to consummate an exchange offer pursuant to which the
Holder of this Security shall have, subject to the conditions set forth in the
Registration Rights Agreement, the right to exchange this Security for another
series of 63⁄4% Senior Subordinated Notes due 2014 of the Company (herein
called the “Exchange Securities”), which have been registered under the
Securities Act of 1933, as amended, in like principal amount and having
identical terms as the Securities (other than as set forth in this paragraph).
The Holders of Securities shall be entitled to receive certain additional
interest payments in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
the Registration Rights Agreement.]a









	a	 	To be included in certificates evidencing the Initial Notes issued on the
Issue Date. Additional Securities issued as Transfer Restricted Securities may
have a comparable provision inserted here.




A-11









 










21. Governing Law




          This Security shall be governed by, and construed in accordance with, the
laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws
of another jurisdiction would be required thereby.



          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: Fisher
Scientific International Inc., One Liberty Lane, Hampton, New Hampshire 03842,
Attention: General Counsel.



22. Mandatory Redemption




          [The Securities are subject to special redemption on October 10, 2004 at a
redemption price in cash equal to 100% of the principal amount thereof together
with accrued and unpaid interest to the date of redemption if the Company has
not consummated the Apogent Merger on or prior to September 30, 2004. The
Company’s failure to comply with this paragraph shall constitute an Event of
Default under Section 6.1(2) of the Indenture.a









	a	 	To be included in certificates evidencing the Initial Notes issued on the
Issue Date.




A-12









 










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.



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:



	 	 	 
	o

	 	acquired for the undersigned’s own account, without transfer
(in satisfaction of Section 2.6(a)(ii)(A) or Section
2.6(b)(ii) of the Indenture); or
	 
	 	 
	o

	 	transferred to the Company; or
	 
	 	 
	o

	 	transferred pursuant to and in compliance with Rule 144A
under the Securities Act of 1933; or
	 
	 	 
	o

	 	transferred pursuant to an effective registration statement
under the Securities Act; or







A-13









 






	 	 	 
	o

	 	transferred pursuant to and in compliance with Regulation S
under the Securities Act of 1933; or
	 
	 	 
	o

	 	transferred to an institutional “accredited investor” (as
defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act of 1933), that has furnished to the Trustee a
signed letter containing certain representations and
agreements (the form of which letter appears as Exhibit C to
the Indenture); or
	 
	 	 
	o

	 	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 Guarantee:

	 	Signature
	 
	 	 
	
 

	 	
 
	(Signature must be guaranteed)

	 	Signature







A-14









 






SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY




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




	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Principal Amount of this Global
	 	Signature of authorized officer
	Date of

	 	Amount of decrease in Principal
	 	Amount of increase in Principal
	 	Security following such
	 	of Trustee or Securities
	Exchange

	 	Amount of this Global Security
	 	Amount of this Global Security
	 	decrease or increase
	 	Custodian







A-15









 






OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.6 or 4.8 of the Indenture, check the box:



o




          If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.6 or 4.8 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $



	 	 	 
	Date:                     Your Signature

	 	

	

	 	(Sign exactly as your name appears on the other
side of the Security)







	 	 	 
	Signature Guarantee:

	 	

	

	 	(Signature must be guaranteed)







A-16









 






EXHIBIT B




[FORM OF FACE OF REGISTERED SECURITY]




[Global Securities Legend]




          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 ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
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.



B-1









 





FISHER SCIENTIFIC INTERNATIONAL INC.




	 	 	 
	No.    

	 	Principal Amount $                      







CUSIP NO.




63⁄4% Senior Subordinated Note due 2014




        
  Fisher Scientific International Inc., a Delaware corporation, promises to
pay to Cede & Co., or registered assigns, the principal sum of $
Dollars on August 15, 2014.



          Interest Payment Dates: February 15 and August 15.



          Record Dates: February 1 and August 1.



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



B-2









 





          IN WITNESS WHEREOF, the Company has caused this Security to be signed
manually or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto and imprinted hereon.



	 	 	 	 	 	 	 
	Dated:	 	FISHER SCIENTIFIC INTERNATIONAL INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 







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	 	 







B-3









 






(Reverse of Security)




63⁄4% Senior Subordinated Note due 2014




1. Interest




          Fisher Scientific International Inc., a Delaware 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
      and       
of each year, commencing [   ]. 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 the earlier of the most
recent date on which interest was paid on the Initial Securities or, if no such
interest has been paid, from the date of issuance of the Initial Securities.
The Company shall pay interest on overdue principal or premium, if any, and
interest 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 February 15 and August 15
immediately preceding the interest payment date even if Securities are
canceled, 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. However, the Company may pay principal
and interest by check payable in such money. It may mail an interest check to
a Holder’s registered address.



3. Paying Agent and Registrar




          Initially, The Bank of New York, a banking corporation duly organized and
existing under the laws of the State of New York (the “Trustee”), will act as
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 domestically incorporated Wholly Owned Subsidiaries may
act as Paying Agent, Registrar or co-registrar.



B-4









 





4. Indenture




          The Company issued the Securities under an Indenture dated as of August
20, 2003 (as it may be amended or supplemented from time to time in accordance
with the terms thereof, the “Indenture”), among the Company 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. §§ 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 Initial Securities, the Exchange Securities and any Additional
Securities are treated as a single class of securities under the Indenture.
The Indenture imposes certain limitations on the incurrence of Indebtedness by
the Company and its Restricted Subsidiaries, the payment of dividends and other
distributions on the Capital Stock of the Company and its Restricted
Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted
Subsidiaries, the investments of the Company, its Subsidiaries and transactions
with Affiliates, Liens, dividends and other payment restrictions affecting
Subsidiaries, incurrence of senior subordinated Indebtedness, preferred stock
of Subsidiaries and future guarantees. In addition, the Indenture limits the
ability of the Company and its Restricted Subsidiaries to restrict
distributions and dividends from Restricted Subsidiaries.



5. Optional Redemption




          (a) At any time prior to August 15, 2009, the Securities may be redeemed
or purchased (by the Company or any other Person) in whole or in part, at the
Company’s option, at a price (the “Redemption Price”) equal to 100% of the
principal amount thereof plus the Applicable Premium as of, and accrued but
unpaid interest, if any, to, the date of redemption or purchase (the
“Redemption Date”) (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).
Such redemption or purchase may be made upon notice mailed by first-class mail
to each Holder’s registered address, not less than 30 nor more than 60 days
prior to the Redemption Date. The Company may provide in such notice that
payment of the Redemption Price and performance of its obligations with respect
to such redemption or purchase may be performed by another Person. Any such
redemption, purchase or notice may, at the Company’s discretion, be subject to
the satisfaction of one or more conditions precedent, including but not limited
to the occurrence of a Change of Control Triggering Event.



          “Applicable Premium” means, with respect to a Security at any Redemption
Date, the greater of (i) 1.0% of the then outstanding principal amount of such
Security and (ii) the excess of (A) the present value at such Redemption Date
of (1) the redemption price of such Security on August 15, 2009 (such
redemption price being that described below in clause (b)), plus (2) all
required remaining scheduled interest payments due on such Security through
such date, in each case computed using a discount rate equal to the Treasury
Rate plus 50 basis points, over (B) the principal amount of such Security on
such Redemption Date. Calculation of the



B-5









 







Applicable Premium will be made by the Company or on the Company’s behalf
by such Person as the Company shall designate; provided that such calculation
shall not be a duty or obligation of the Trustee.



          “Treasury Rate” means, with respect to a Redemption Date, the yield to
maturity at the time of computation of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two
Business Days prior to such Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source or similar market data))
most nearly equal to the period from such Redemption Date to August 15, 2009;
provided, however, that if the period from the Redemption Date to such date is
not equal to the constant maturity of the United States Treasury security for
which a weekly average yield is given, the Treasury Rate shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of a year) from the
weekly average yields of United States securities for which such yields are
given, except that if the period from the Redemption Date to such date is less
than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.



          (b) In addition, on and after August 15, 2009, the Securities will be
redeemable, at the Company’s option, in whole at any time or in part from time
to time, upon not less than 30 nor more than 60 days prior notice mailed by
first class mail to each Holder’s registered address, at the following
redemption prices (expressed as percentages of principal amount) if redeemed
during the twelve month period commencing on August 15 of the year set forth
below plus, in each case, accrued and unpaid interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date):



	 	 	 	 	 
	Year
	 	Redemption Price

	2009
	 	 	103.375	%
	2010
	 	 	102.250	%
	2011
	 	 	101.125	%
	2012 and thereafter
	 	 	100.000	%







The Company may provide in such notice that payment of the redemption price and
performance of its obligations with respect to such redemption or purchase may
be performed by another Person. Any such redemption, purchase or notice may,
at the Company’s discretion, be subject to the satisfaction of one or more
conditions precedent, including but not limited to the occurrence of a Change
of Control Triggering Event.



          (c) Notwithstanding the foregoing, at any time, or from time to time, on
or prior to August 15, 2007, the Company may, at its option, use the net cash
proceeds of one or more Equity Offerings to redeem up to 40% of the aggregate
principal amount of Securities originally issued at a redemption price equal to
106.75% of the principal amount thereof plus accrued interest to the date of
redemption; provided that at least 60% of the original principal



B-6









 







amount of Securities remains outstanding immediately after any such
redemption (excluding any Securities owned by the Company). In order to effect
the foregoing redemption with the proceeds of any Equity Offering, the Company
must mail a notice of redemption no later than 60 days after the related Equity
Offering and must consummate such redemption within 90 days of the closing of
the Equity Offering.



6. Notice of Redemption




          Notice of redemption pursuant to the foregoing paragraph 5 will be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his registered address. If fewer than
all the Securities are to be redeemed, the Trustee shall select the Securities
to be redeemed pro rata or by lot or by a method that complies with applicable
legal and securities exchange requirements, if any, and that the Trustee
considers fair and appropriate and in accordance with methods generally used at
the time of selection by fiduciaries in similar circumstances; provided,
however, that if a partial redemption is made with the proceeds of an Equity
Offering, selection of the Securities or portion thereof for redemption shall
be made by the Trustee only on a pro rata basis, unless such method is
otherwise prohibited. Securities in denominations of principal amount larger
than $1,000 may be redeemed in part but only in whole multiples of $1,000. If
money sufficient to pay the redemption price of and accrued and unpaid interest
on all Securities (or portions thereof) to be redeemed on the redemption date
is deposited with the Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date interest ceases to
accrue on such Securities (or such portions thereof) called for redemption.



7. Option of Holder to Elect Purchase




          Upon a Change of Control Triggering Event, any Holder of Securities will
have the right to require that the Company purchase all or a portion of such
Holder’s Securities pursuant to the Indenture at a purchase price in cash equal
to 101% of the principal amount thereof plus accrued interest to the date of
repurchase as provided in, and subject to the terms of, the Indenture.



          Under certain circumstances, in the event the Net Cash Proceeds received
by the Company or a Restricted Subsidiary from an Asset Sale are not used (a)
to prepay any Senior Indebtedness and, in the case of any Senior Indebtedness
under any revolving credit facility, effect a permanent reduction in the
availability under such revolving credit facility, (b) to reinvest in
Productive Assets or (c) a combination of prepayment and investment permitted
by the foregoing clauses (a) and (b), then such aggregate amount of Net Cash
Proceeds which have not been applied on or before such Net Proceeds Offer
Trigger Date shall be applied by the Company or such Restricted Subsidiary to
make an offer to purchase on a date not less than 30 nor more than 45 days
following the applicable Net Proceeds Offer Trigger Date from all Holders on a
pro rata basis that amount of Securities equal to the Note Offer Amount at a
price equal in cash to 100% of the principal amount of the Securities to be
purchased, plus accrued and unpaid interest thereon, if any, to the date of
purchase.



B-7









 





8. Subordination




          The Securities are subordinated to Senior Indebtedness, as defined in the
Indenture. To the extent provided in the Indenture, Senior Indebtedness must
be paid before the Securities may be paid. The Company agrees, and each
Securityholder by accepting a Security agrees, to the subordination provisions
contained in the Indenture and authorizes the Trustee to give them effect and
appoints the Trustee as attorney-in-fact for such purpose.



9. 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 of any Security for a period beginning (i) 15 Business
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
(ii) 15 Business Days before an interest payment date and ending on such
interest payment date.



10. Persons Deemed Owners




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



11. 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.



12. Defeasance; Discharge




          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
Obligations for the payment of principal of, premium, if any, and interest on
the Securities to redemption or maturity, as the case may be.



13. 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 outstanding
Securities and (ii) any default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal



B-8









 





amount of the 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, among other
things set forth in the Indenture, cure any ambiguity, omission, defect or
inconsistency, or to make any change that does not adversely affect the rights
of any Securityholder, or to provide for the issuance of Exchange Securities.




14. Defaults and Remedies




          Under the Indenture, Events of Default include (i) default for 30 days in
payment of interest on the Securities; (ii) default in payment of principal on
the Securities at maturity, upon redemption pursuant to paragraph 5 of the
Securities, upon required repurchase, upon declaration or otherwise; (iii)
failure by the Company to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice and lapse of time; (iv) failure
to pay at final maturity (giving effect to any applicable grace period and any
extensions thereof) the principal amount of any Indebtedness of the Company or
any Restricted Subsidiary (other than a Receivables Entity) of the Company, or
the acceleration of the final maturity of any such Indebtedness, if the
aggregate principal amount of any such Indebtedness, together with the
principal amount of any such other Indebtedness in default for failure to pay
principal at final maturity or which has been accelerated, aggregates
$40,000,000 or more at any time; (v) certain events of bankruptcy or insolvency
with respect to the Company or any Significant Subsidiary; and (vi) certain
final, non-appealable judgments or decrees for the payment of money in excess
of $40,000,000 against the Company or any Significant Subsidiary. If an Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25%
of the outstanding principal amount of the Securities may declare all the
Securities to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Securities being due
and payable immediately upon the occurrence of such Events of Default.



          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.



15. Trustee Dealings with the Company




          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.



B-9









 





16. No Recourse Against Others




          A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture 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.



17. 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.



18. 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).



19. 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.



20. Governing Law




          This Security shall be governed by, and construed in accordance with, the
laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws
of another jurisdiction would be required thereby.



          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: Fisher
Scientific International Inc., One Liberty Lane, Hampton, New Hampshire 03842,
Attention: General Counsel.



B-10









 





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.



B-11









 





SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY




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




	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Principal Amount of this Global
	 	Signature of authorized officer
	Date of

	 	Amount of decrease in Principal
	 	Amount of increase in Principal
	 	Security following such
	 	of Trustee or Securities
	Exchange

	 	Amount of this Global Security
	 	Amount of this Global Security
	 	decrease or increase
	 	Custodian







B-12









 






OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.6 or 4.8 of the Indenture, check the box:



o




          If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.6 or 4.8 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $





	 	 	 
	Date:                     Your Signature

	 	

	

	 	(Sign exactly as your name appears on the other
side of the Security)







	 	 	 
	Signature Guarantee:

	 	

	

	 	(Signature must be guaranteed)









B-13









 






EXHIBIT C




FORM OF CERTIFICATE FROM ACQUIRING




INSTITUTIONAL
ACCREDITED INVESTORS




______________________,_______




The Bank of New York

101 Barclay Street, 8 West

New York, New York 10286



Attention: Corporate Trust Administration




	 	 	 
	Re:

	 	Fisher Scientific International Inc. (the “Company”)
63⁄4% Senior Subordinated Notes due 2014 (the “Notes”)







Dear Sirs:




          In connection with our proposed purchase of Notes of the Company, we
confirm that:



          1. We understand that any subsequent transfer of the Notes is subject to
certain restrictions and conditions set forth in the Indenture dated as of
August 3, 2004 relating to the Notes (the “Indenture”) and the undersigned
agrees to be bound by, and not to resell, pledge or otherwise transfer the
Notes except in compliance with, such restrictions and conditions and the
Securities Act of 1933, as amended (the “Securities Act”).



          2. We understand that the Notes have not been registered under the
Securities Act or any other applicable securities law, and that the Notes may
not be offered, sold or otherwise transferred except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should offer, sell,
transfer, pledge, hypothecate or otherwise dispose of any Notes within two
years after the original issuance of the Notes, we will do so only (A) to the
Company, (B) inside the United States to a “qualified institutional buyer” in
compliance with Rule 144A under the Securities Act, (C) inside the United
States to an institutional “accredited investor” (as defined below) that, prior
to such transfer, furnishes to you a signed letter substantially in the form of
this letter, (D) outside the United States to a foreign person in compliance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
exemption from registration provided by Rule 144 under the Securities Act (if
available), (F) in accordance with another exemption from the registration
requirements of the Securities Act, or (G) pursuant to an effective
registration statement under the Securities Act, and we further agree to
provide to any person



C-1









 





purchasing any of the Notes from us a notice advising such purchaser that
resales of the Notes are restricted as stated herein and in the Indenture.




          3. We understand that, on any proposed transfer of any Notes prior to the
later of the original issue date of the Notes and the last date the Notes were
held by an affiliate of the Company pursuant to paragraphs 2(C), 2(D) and 2(E)
above, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed transfer complies with the
foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.



          4. We are an institutional “accredited investor” (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and have such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of our investment in the Notes, and we and any accounts
for which we are acting are acquiring the Notes for investment purposes and not
with a view to, or offer or sale in connection with, any distribution in
violation of the Securities Act, and we are each able to bear the economic risk
of our or its investment.



          5. We are acquiring the Notes purchased by us for our own account or for
one or more accounts (each of which is an institutional “accredited investor”)
as to each of which we exercise sole investment discretion.



          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.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	(Name of Transferee)
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Authorized Signature	 	 








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