exv4w1






Exhibit 4.1




EXECUTION COPY




 

 






SEALED AIR CORPORATION,

as Issuer,




THE GUARANTORS NAMED HEREIN

AND



HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee



 





INDENTURE



Dated as of October 3, 2011



 





8.125% Senior Notes due 2019

8.375% Senior Notes due 2021



 

 














 









 
















TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	 	 
	 
	 	 	 	 	 
	 
	Section 1.1. Definitions
	 	 	2	 
	Section 1.2. Other Definitions
	 	 	32	 
	Section 1.3. Incorporation by Reference of TIA
	 	 	33	 
	Section 1.4. Rules of Construction
	 	 	33	 
	 	 	 	 	 
	ARTICLE 2
THE NOTES	 	 	 	 
	 
	Section 2.1. The Notes
	 	 	34	 
	Section 2.2. Execution and Authentication
	 	 	35	 
	Section 2.3. Registrar, Transfer Agent and Paying Agent
	 	 	36	 
	Section 2.4. Paying Agent to Hold Money in Trust
	 	 	37	 
	Section 2.5. Holder Lists
	 	 	37	 
	Section 2.6. Transfer and Exchange
	 	 	37	 
	Section 2.7. Replacement Notes
	 	 	40	 
	Section 2.8. Outstanding Notes
	 	 	40	 
	Section 2.9. Notes Held by Company
	 	 	41	 
	Section 2.10. Certificated Notes
	 	 	41	 
	Section 2.11. Cancellation
	 	 	42	 
	Section 2.12. Defaulted Interest
	 	 	42	 
	Section 2.13. Computation of Interest
	 	 	43	 
	Section 2.14. CUSIP and ISIN Numbers
	 	 	43	 
	Section 2.15. Issuance of Additional Notes
	 	 	43	 
	Section 2.16. Open Market Purchases
	 	 	43	 
	 	 	 	 	 
	ARTICLE 3
REDEMPTION; OFFERS TO PURCHASE	 	 	 	 
	 
	 	 	 	 	 
	 
	Section 3.1. Right of Redemption
	 	 	45	 
	Section 3.2. Notices to Trustee
	 	 	45	 
	Section 3.3. Selection of Notes to be Redeemed
	 	 	45	 
	Section 3.4. Notice of Redemption
	 	 	45	 
	Section 3.5. Deposit of Redemption Price
	 	 	47	 
	Section 3.6. Payment of Notes Called for Redemption
	 	 	47	 
	Section 3.7. Notes Redeemed in Part
	 	 	47	 
	Section 3.8. Mandatory Redemption
	 	 	48	 
	 	 	 	 	 
	ARTICLE 4
COVENANTS	 	 	 	 
	 
	 	 	 	 	 
	 
	Section 4.1. Payment of Notes
	 	 	49	 
	Section 4.2. Corporate Existence
	 	 	49	 
	Section 4.3. [Reserved]
	 	 	49	 






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	Section 4.4. [Reserved]
	 	 	49	 
	Section 4.5. Statement as to Compliance
	 	 	49	 
	Section 4.6. Change of Control
	 	 	49	 
	Section 4.7. Limitation on Asset Sales
	 	 	50	 
	Section 4.8. Suspension of Covenants When Notes Rated Investment Grade
	 	 	52	 
	Section 4.9. Limitation on Restricted Payments
	 	 	53	 
	Section 4.10. Limitation on Indebtedness
	 	 	57	 
	Section 4.11. Limitation on Liens
	 	 	60	 
	Section 4.12. Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	61	 
	Section 4.13. Limitation on Transactions with Affiliates
	 	 	63	 
	Section 4.14. Designation of Unrestricted and Restricted Subsidiaries
	 	 	64	 
	Section 4.15. Reports to Holders
	 	 	66	 
	Section 4.16. Payment of Taxes and Other Claims
	 	 	67	 
	Section 4.17. Future Note Guarantees
	 	 	67	 
	Section 4.18. Payments for Consent
	 	 	67	 
	 	 	 	 	 
	ARTICLE 5
CONSOLIDATION, MERGER OR SALE OF ASSETS	 	 	 	 
	 
	 	 	 	 	 
	Section 5.1. Consolidation, Merger or Sale of Assets
	 	 	68	 
	Section 5.2. Successor Substituted
	 	 	69	 
	 	 	 	 	 
	ARTICLE 6
DEFAULTS AND REMEDIES	 	 	 	 
	 
	 	 	 	 	 
	Section 6.1. Events of Default
	 	 	70	 
	Section 6.2. Acceleration
	 	 	72	 
	Section 6.3. Other Remedies
	 	 	72	 
	Section 6.4. Waiver of Past Defaults
	 	 	73	 
	Section 6.5. Control by Majority
	 	 	73	 
	Section 6.6. Limitation on Suits
	 	 	73	 
	Section 6.7. Unconditional Right of Holders To Receive Payment
	 	 	74	 
	Section 6.8. Collection Suit by Trustee
	 	 	74	 
	Section 6.9. Trustee May File Proofs of Claim
	 	 	74	 
	Section 6.10. Application of Money Collected
	 	 	75	 
	Section 6.11. Undertaking for Costs
	 	 	75	 
	Section 6.12. Restoration of Rights and Remedies
	 	 	75	 
	Section 6.13. Rights and Remedies Cumulative
	 	 	75	 
	Section 6.14. Delay or Omission not Waiver
	 	 	76	 
	Section 6.15. Record Date
	 	 	76	 
	Section 6.16. Waiver of Stay or Extension Laws
	 	 	76	 
	 	 	 	 	 
	ARTICLE 7
TRUSTEE	 	 	 	 
	 	 	 	 	 
	 
	Section 7.1. Duties of Trustee
	 	 	77	 






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	Section 7.2. Certain Rights of Trustee
	 	 	78	 
	Section 7.3. Individual Rights of Trustee
	 	 	79	 
	Section 7.4. Trustee’s Disclaimer
	 	 	79	 
	Section 7.5. Reports by Trustee to Holders
	 	 	79	 
	Section 7.6. Compensation and Indemnity
	 	 	80	 
	Section 7.7. Replacement of Trustee
	 	 	80	 
	Section 7.8. Successor Trustee by Merger
	 	 	81	 
	Section 7.9. Eligibility; Disqualification
	 	 	82	 
	Section 7.10. Preferential Collection of Claims Against Company
	 	 	82	 
	Section 7.11. Appointment of Co-Trustee
	 	 	82	 
	 	 	 	 	 
	ARTICLE 8
DEFEASANCE; SATISFACTION AND DISCHARGE	 	 	 	 
	 	 	 	 	 
	 
	Section 8.1. Company’s Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	84	 
	Section 8.2. Legal Defeasance
	 	 	84	 
	Section 8.3. Covenant Defeasance
	 	 	84	 
	Section 8.4. Conditions to Defeasance
	 	 	85	 
	Section 8.5. Satisfaction and Discharge of Indenture
	 	 	86	 
	Section 8.6. [Reserved]
	 	 	87	 
	Section 8.7. Acknowledgment of Discharge by Trustee
	 	 	87	 
	Section 8.8. Application of Trust Money
	 	 	87	 
	Section 8.9. Repayment to Company
	 	 	87	 
	Section 8.10. Indemnity for Government Securities
	 	 	87	 
	Section 8.11. Reinstatement
	 	 	88	 
	 	 	 	 	 
	ARTICLE 9
AMENDMENTS AND WAIVERS	 	 	 	 
	 	 	 	 	 
	 
	Section 9.1. Without Consent of Holders
	 	 	89	 
	Section 9.2. With Consent of Holders
	 	 	89	 
	Section 9.3. Effect of Supplemental Indentures
	 	 	91	 
	Section 9.4. Notation on or Exchange of Notes
	 	 	91	 
	Section 9.5. Notice of Amendment or Waiver
	 	 	91	 
	Section 9.6. Execution of Amendments, Supplements or Waivers
	 	 	91	 
	Section 9.7. Payments for Consent
	 	 	91	 
	 	 	 	 	 
	ARTICLE 10
GUARANTEE	 	 	 	 
	 	 	 	 	 
	Section 10.1. Note Guarantees
	 	 	92	 
	Section 10.2. Subrogation
	 	 	93	 
	Section 10.3. Limitation of Note Guarantees
	 	 	93	 
	Section 10.4. Notation Not Required
	 	 	93	 
	Section 10.5. Release of the Note Guarantees
	 	 	93	 
	Section 10.6. Successors and Assigns
	 	 	94	 






iii









 






	 	 	 	 	 

	Section 10.7. No Waiver
	 	 	94	 
	 	 	 	 	 
	ARTICLE 11
HOLDERS’ MEETINGS	 	 	 	 
	 	 	 	 	 
	 
	Section 11.1. Purposes of Meetings
	 	 	95	 
	Section 11.2. Place of Meetings
	 	 	95	 
	Section 11.3. Call and Notice of Meetings
	 	 	95	 
	Section 11.4. Voting at Meetings
	 	 	95	 
	Section 11.5. Voting Rights, Conduct and Adjournment
	 	 	95	 
	Section 11.6. Revocation of Consent by Holders at Meetings
	 	 	96	 
	Section 11.7. Acts of Holders
	 	 	96	 
	 	 	 	 	 
	ARTICLE 12
MISCELLANEOUS	 	 	 	 
	 	 	 	 	 
	 
	Section 12.1. Trust Indenture Act Controls
	 	 	98	 
	Section 12.2. Notices
	 	 	98	 
	Section 12.3. Communication by Holders with Other Holders
	 	 	99	 
	Section 12.4. Certificate and Opinion as to Conditions Precedent
	 	 	100	 
	Section 12.5. Statements Required in Certificate or Opinion
	 	 	100	 
	Section 12.6. Rules by Trustee, Paying Agent and Registrar
	 	 	100	 
	Section 12.7. Legal Holidays
	 	 	100	 
	Section 12.8. Governing Law
	 	 	100	 
	Section 12.9. Jurisdiction
	 	 	100	 
	Section 12.10. Waiver of Jury Trial
	 	 	101	 
	Section 12.11. No Recourse Against Others
	 	 	101	 
	Section 12.12. Successors
	 	 	101	 
	Section 12.13. Electronic Means
	 	 	101	 
	Section 12.14. Multiple Originals
	 	 	101	 
	Section 12.15. Table of Contents and Headings
	 	 	101	 
	Section 12.16. Severability
	 	 	102	 






	 	 	 	 	 
	Exhibits	 	 	 	 
	 
	Exhibit A-1

	 	—
	 	Form of 2019 Notes
	 
	Exhibit A-2

	 	—
	 	Form of 2021 Notes
	 
	Exhibit B-1

	 	—
	 	2019 Note Form of Transfer Certificate for Transfer from Restricted Global Note to Regulation S Global Note
	 
	Exhibit B-2

	 	—
	 	2021 Note Form of Transfer Certificate for Transfer from Restricted Global Note to Regulation S Global Note
	 
	Exhibit C-1

	 	—
	 	2019 Note Form of Transfer Certificate for Transfer from Regulation S Global Note to Restricted Global Note
	 
	Exhibit C-2

	 	—
	 	2021 Note Form of Transfer Certificate for Transfer from Regulation S Global Note to Restricted Global Note







iv











 





     INDENTURE dated as of October 3, 2011 among Sealed Air Corporation, a Delaware corporation
(the “Company”), the Guarantors (as defined herein), and HSBC Bank USA, National
Association, a national banking association organized and existing under the laws of the United
States, as trustee (the “Trustee”).



RECITALS OF THE ISSUER AND THE GUARANTORS




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance of (i) $750,000,000 in aggregate principal amount of a series of its 8.125% Senior
Notes due 2019 issued on the date hereof (the “Original 2019 Notes”), (ii) $750,000,000 in
aggregate principal amount of a series of its 8.375% Senior Notes due 2021 issued on the date
hereof (the “Original 2021 Notes” and, together with the Original 2019 Notes, the
“Original Notes”), (iii) any additional 8.125% Senior Notes due 2019 of the Company (the
“Additional 2019 Notes,” and together with the Original 2019 Notes, the “2019
Notes”) that may be issued from time to time on any date subsequent to the Issue Date and (iv)
any additional 8.375% Senior Notes due 2021 of the Company (the “Additional 2021 Notes,”
and together with the Original 2021 Notes, the “2021 Notes”) that may be issued from time
to time on any date subsequent to the Issue Date. The 2019 Notes and the 2021 Notes (together, the
“Notes”) are each referred to herein as a “series.”



     Each Guarantor has duly authorized the execution and delivery of this Indenture to provide for
the issuance of its Note Guarantee (as defined herein).



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



 









 





ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.1. Definitions.



     “Acquisition” means acquisition by the Company all of the Equity Interests of Diversey
pursuant to the Acquisition Agreement.



     “Acquisition Agreement” means the Agreement and Plan of Merger, dated as of May 31, 2011, by
and among the Company, Diversey and Solution Acquisition Corp., a Delaware corporation, as the same
may be amended prior to the Issue Date.



     “Affiliate” of any specified Person means (1) any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person
or (2) any executive officer or director of such specified Person. For purposes of this definition,
“control,” as used with respect to any Person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms “controlling,” “controlled by” and “under common control with” shall have
correlative meanings.



     “Applicable Premium” means, with respect to a Note at any Redemption Date, the greater of (i)
1.0% of the principal amount of such Note and (ii) the excess, if any, of (A) the present value at
such date of redemption of (1) the Redemption Price of such Note at September 15, 2015, in the case
of the 2019 Notes, or September 15, 2016, in the case of the 2021 Notes (such Redemption Prices
being set forth in the table appearing in paragraph 5(c) of the applicable Note) plus (2) all
remaining required interest payments due on such Note through September 15, 2015, in the case of
the 2019 Notes, or through September 15, 2016, in the case of the 2021 Notes (excluding accrued but
unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury
Rate plus 50 basis points, over (B) the principal amount of such Note. Calculation of the
Applicable Premium shall be made by the Company or on behalf of the Company by such Person as the
Company shall designate; provided that such calculation or the correctness thereof shall
not be a duty or obligation of the Trustee.



     “Asset Sale” means:




     (1) the sale, lease, conveyance or other disposition (each, a “Transfer”) of
any assets by the Company or any Restricted Subsidiary; and




     (2) the issuance of Equity Interests by any Restricted Subsidiary or the Transfer by
the Company or any Restricted Subsidiary of Equity Interests in any of its Subsidiaries
(other than directors’ qualifying shares and shares issued to foreign nationals to the
extent required by applicable law).



     Notwithstanding the preceding, the following items shall be deemed not to be Asset Sales:



2









 






     (1) any single transaction or series of related transactions that involves assets or
Equity Interests having a Fair Market Value of less than $25.0 million;




     (2) a Transfer of assets that is governed by the provisions of Section 4.6 and/or the
provisions of Section 5.1;




     (3) a Transfer of assets or Equity Interests between or among the Company and the
Restricted Subsidiaries;




     (4) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to
another Restricted Subsidiary;




     (5) a Transfer of any assets in the ordinary course of business;




     (6) a Transfer of Cash Equivalents and the conversion of cash into Cash Equivalents and
Cash Equivalents into cash;




     (7) a Transfer of accounts receivable in connection with the compromise, settlement or
collection thereof in the ordinary course of business or in bankruptcy or similar
proceedings;




     (8) a Transfer that constitutes a Restricted Payment that is permitted by Section 4.9
or a Permitted Investment;




     (9) a Transfer of obsolete, worn out, damaged, surplus or otherwise no longer used or
useful machinery, parts, equipment or other assets no longer used or useful in the conduct
of the business of the Company or any of its Restricted Subsidiaries in the ordinary course
of business;




     (10) the creation of a Lien not prohibited by this Indenture (but not the sale of
property subject to a Lien);




     (11) a Transfer of any Unrestricted Subsidiary;




     (12) Leases, subleases, licenses or sublicenses of assets or properties in the ordinary
course of business and which do not materially interfere with the business of the Company
and its Restricted Subsidiaries;




     (13) a grant of a license to use the Company’s or any Restricted Subsidiary’s patents,
trade secrets, know-how or other intellectual property to the extent that such license does
not limit the licensor’s use of the patent, trade secret, know-how or other intellectual
property;




     (14) a Transfer of intellectual property rights which, are not material to the conduct
of the business of the Company and its Restricted Subsidiaries, the expiration or
abandonment of intellectual property rights and other transfers of intellectual property
rights and copyrighted material in the ordinary course of business or that are otherwise



3









 






not material to the conduct of the business of the Company and its Restricted
Subsidiaries;




     (15) foreclosures on assets;




     (16) any termination of Hedging Obligations;




     (17) the disposition of assets through a Sale and Leaseback Transaction within 180 days
of the acquisition thereof;




     (18) a Transfer of assets subject to Events of Loss; and




     (19) sales of any receivables and related assets pursuant to any receivables financing
permitted under Section 4.10(b)(1).



     “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such Sale and Leaseback Transaction, including any period
for which such lease has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of interest implicit in
such transaction, determined in accordance with GAAP.



     “Bankruptcy Law” means any law relating to bankruptcy, insolvency, receivership, winding-up,
liquidation, reorganization or relief of debtors or any amendment to, succession to or change in
any such law, including, without limitation, the United States Bankruptcy Code, 11 United States
Code §§ 101 et seq.



     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any particular “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to
have beneficial ownership of all securities that such “person” has the right to acquire by
conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and
“Beneficially Owned” shall have a corresponding meaning.



     “Board of Directors” means:




     (1) with respect to a corporation, the board of directors of the corporation or a duly
authorized committee thereof;




     (2) with respect to a partnership, the Board of Directors of the general partner of the
partnership;




     (3) with respect to a limited liability company, the managing member or members or any
controlling committee of managing members thereof; and




     (4) with respect to any other Person, the board or committee of such Person serving a
similar function.



4









 





     “Board Resolution” means a resolution duly adopted by the Board of Directors of the Company.



     “Business Day” means any day other than a Legal Holiday.



     “Capital Lease Obligation” means an obligation that is required to be classified and accounted
for as a capital lease for financial reporting purposes in accordance with GAAP; and the amount of
Indebtedness represented thereby at any time shall be the amount of the liability in respect
thereof that would at that time be required to be capitalized on a balance sheet (excluding the
footnotes thereto) in accordance with GAAP; provided, for the avoidance of doubt, that any
obligations of the Company and its Restricted Subsidiaries either existing on the date of this
Indenture or created prior to the recharacterization described below (i) that were not included on
the consolidated balance sheet of the Company as capital lease obligations and (ii) that are
subsequently recharacterized as capital lease obligations due to a change in accounting treatment
or otherwise, shall for all purposes of this Indenture not be treated as Capital Lease Obligations
or Indebtedness.



     “Capital Stock” of any Person means any and all shares, interests (including general or
limited partnership interests, limited liability company or membership interests or limited
liability partnership interests), participations or other equivalents of or interests in (however
designated) equity of such Person, including any Preferred Stock.



     “Cash Equivalents” means




     (1) United States dollars, euro and such local currencies held by the Company or any
Restricted Subsidiary from time to time in the ordinary course of business;




     (2) direct obligations of, or obligations unconditionally guaranteed by, the United
States of America or any agency or instrumentality thereof (provided that the full faith and
credit of the United States of America is pledged in support thereof) or an EU Member State
whose sole lawful currency on the Issue Date is the euro (provided that the full faith and
credit of such EU Member State is pledged in support thereof), having maturities of not more
than one year from the date of acquisition, unless such securities are deposited to defease
any Indebtedness;




     (3) U.S. Dollar- or euro-denominated time deposits, certificates of deposit, banker’s
acceptances and overnight deposits of any commercial bank organized under the laws of the
United States of America or any state thereof or an EU Member State having combined capital
and surplus of not less than $500,000,000 or €500,000,000, whose short-term commercial paper
rating from S&P is at least A-1 or from Moody’s is at least P-1 (each an “Approved
Bank”) and having maturities of not more than one year from the date of acquisition;




     (4) commercial paper issued by, or guaranteed by, an Approved Bank or by the parent
company of an Approved Bank, or issued by, or guaranteed by, any company with a short-term
debt rating of at least A-1 by S&P and P-1 by Moody’s, in each case maturing not more than
one year from the date of acquisition;



5









 






     (5) repurchase agreements with a term of less than one year for underlying securities
of the types described in clauses (3) and (4) entered into with an Approved Bank;




     (6) any money market fund that meets the requirements of Rule 2a-7(c)(2), (3) and (4)
promulgated under the Investment Company Act of 1940, as amended;




     (7) any other fund or funds making at least 95% of their Investments in Investments of
the kinds described in clauses (1) through (6) above;




     (8) readily marketable direct obligations of any state of the United States or
political subdivision or taxing authority of any such state, having one of the two highest
rating categories obtainable from either Moody’s or S&P and maturing not more than one year
from the date of acquisition; and




     (9) in the case of any Foreign Subsidiary, investments denominated in the currency of
the jurisdiction in which such Foreign Subsidiary is organized or has its principal place of
business which are similar to the items specified in clauses (1) through (8) of this
definition.



     “Cash on Hand” means, as of any date of determination, the amount of cash and Cash Equivalents
of the Company and its Restricted Subsidiaries as set forth on the balance sheet of the Company as
of such day (it being understood that such amount shall exclude in any event any cash and Cash
Equivalents identified on such balance sheet as “restricted” (other than cash or Cash Equivalents
which are subject to a perfected security interest under the Credit Agreement) or otherwise subject
to any Lien in favor of any other Person (other than (i) security interests under the Credit
Agreement, (ii) customary Liens imposed by the applicable deposit bank in the ordinary course of
business and (iii) any non-consensual Liens permitted under the Credit Agreement or this
Indenture)).



     “Cash Management Obligations” means as applied to any Person, any direct or indirect
liability, contingent or otherwise, of such Person in respect of cash management services
(including treasury, depository, overdraft (daylight and temporary), credit or debit card,
electronic funds transfer and other cash management arrangements) provided by the agent or any
lender under the Credit Agreement or any affiliate thereof at the time such Cash Management
Obligations are entered into, including obligations for the payment of fees, interest, charges,
expenses, attorneys’ fees and disbursements in connection therewith to the extent provided for in
the documents evidencing such cash management services.



     “Change of Control” means the occurrence of any of the following:




     (1) the direct or indirect sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and the Restricted
Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act);



6









 






     (2) the adoption of a plan relating to the liquidation or dissolution of the Company;




     (3) the Company becomes aware (by way of a report or other filing pursuant to Section
13(d) of the Exchange Act, proxy, vote, written notice or otherwise) that any “person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) has become
the Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the
Voting Stock of the Company; or




     (4) the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into the Company, in any such event pursuant to a
transaction in which any of the outstanding Voting Stock of the Company is converted into or
exchanged for cash, securities or other property, other than any such transaction where (A)
the Voting Stock of the Company outstanding immediately prior to such transaction is
converted into or exchanged for Voting Stock (other than Disqualified Stock) of the
surviving or transferee Person constituting a majority of the voting power of the
outstanding shares of such Voting Stock of such surviving or transferee Person (immediately
after giving effect to such issuance) and (B) immediately after such transaction, no
“person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act),
becomes, directly or indirectly, the Beneficial Owner of 50% or more of the voting power of
the Voting Stock of the surviving or transferee Person.



     “Clearstream” means Clearstream Banking, société anonyme.



     “Commission” means the United States Securities and Exchange Commission.



     “Common Stock” means, with respect to any Person, any Capital Stock (other than Preferred
Stock) of such Person, whether outstanding on the Issue Date or issued thereafter.



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



     “Company Order” means a written order signed in the name of the Company by any Person
authorized by a resolution of the Board of Directors of the Company.



     “Consolidated Adjusted EBITDA” means, for any period, the Consolidated Net Income of the
Company for such period plus:




     (1) provision for taxes based on income or profits of the Company and the Restricted
Subsidiaries for such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus




     (2) Fixed Charges of the Company and the Restricted Subsidiaries for such period, to
the extent that any such Fixed Charges were deducted in computing such Consolidated Net
Income; plus




     (3) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and



7









 






other non-cash expenses (excluding any such non-cash expense to the extent that it
represents an accrual of or reserve for cash expenses in any future period or amortization
of a prepaid cash expense that was paid in a prior period) of the Company and the Restricted
Subsidiaries for such period to the extent that such depreciation, amortization and other
noncash expenses were deducted in computing such Consolidated Net Income; plus




     (4) non-cash contributions or accruals to or with respect to pension plans, deferred
profit sharing or compensation plans; plus




     (5) restructuring charges that are not paid in cash; plus




     (6) cash restructuring and integration charges in connection with the Transactions
incurred (but not necessarily paid) within 24 months of the Issue Date (provided, that in no
event shall the amount added in any period under this clause (6) exceed an amount that is
equal to 10.0% of the Company’s Consolidated Adjusted EBITDA for such period, calculated,
solely for this purpose, without adding any amount under this clause (6)); plus




     (7) the aggregate amount of any premium, make-whole or penalty payments actually paid
in cash by the Company and the Restricted Subsidiaries during such period that are required
to be made in connection with any repurchase, redemption, defeasance, discharge or other
prepayment of Existing Sealed Air Notes; plus




     (8) the aggregate amount of any premium, make-whole or penalty payments actually paid
in cash by the Company and the Restricted Subsidiaries during such period that are required
to be made in connection with any repurchase, redemption, defeasance, discharge or other
prepayment of Existing Diversey Notes; plus




     (9) commissions, fees and expenses paid in cash in connection with the repayment of any
Indebtedness, any Asset Sale, any Indebtedness Incurrence, the Transactions or any equity
issuance; plus




     (10) restructuring charges paid in cash in an amount not to exceed $10.0 million; plus




     (11) any costs, expenses or charges in connection with the EPC Transactions; minus




     (12) non-cash items increasing such Consolidated Net Income for such period, other than
(i) the accrual of revenue in the ordinary course of business and (ii) any items which
represent the reversal of an accrual of, or reserve for, anticipated cash charges that
reduced Consolidated Adjusted EBITDA in any prior period,



     in each case, on a consolidated basis and determined in accordance with GAAP.



     “Consolidated Debt” means, at any time, (a) all Indebtedness (other than Guarantees and
Hedging Obligations) of the Company and its Restricted Subsidiaries determined on a



8









 




consolidated basis plus (b) principal and accrued interest associated with the W.R. Grace
Liability.




     “Consolidated Net Debt” means, at any time, Consolidated Debt less Cash on Hand.



     “Consolidated Net Income” means, for any period, the aggregate of the net income (loss) of the
Company and the Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:




     (1) the net income (loss) of any Person that is not a Restricted Subsidiary or that is
accounted for by the equity method of accounting shall be included only to the extent of the
amount of dividends or distributions paid in cash to the Company or a Restricted Subsidiary
(subject, in the case of dividends or distributions paid to a Restricted Subsidiary, to the
limitations contained in clause (2) below);




     (2) solely for the purpose of determining the amount available for Restricted Payments
under subclause (i) of the second subclause (3) of clause (a) of Section 4.9, the net income
(but not the net loss) of any Restricted Subsidiary shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted Subsidiary
of that net income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly, by operation
of the terms of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Restricted Subsidiary or its
equityholders, unless any such restriction has been legally waived; provided that
Consolidated Net Income shall be increased by the amount of dividends or distributions that
are paid in cash by such Restricted Subsidiary to the Company or another Restricted
Subsidiary in respect of such period;




     (3) any gain or loss, together with any related provision for taxes on such gain or
loss, realized in connection with: (a) any sale of assets outside the ordinary course of
business of the Company; or (b) the disposition of any securities by the Company or a
Restricted Subsidiary or the extinguishment of any Indebtedness of the Company or any
Restricted Subsidiary, shall be excluded;




     (4) any extraordinary gain or loss, together with any related provision for taxes on
such extraordinary gain or loss, shall be excluded;




     (5) any non-cash compensation expense realized for grants of performance shares, stock
options or other rights to officers, directors and employees of the Company and any
Restricted Subsidiary shall be excluded; provided that such shares, options or other
rights can be redeemed at the option of the holder only for Capital Stock (other than
Disqualified Stock of the Company);




     (6) non-cash charges resulting from the impairment of goodwill or other intangible
assets shall be excluded; and




     (7) the cumulative effect of a change in accounting principles shall be excluded.



9









 





     “Consolidated Total Assets” means, as of any date of determination, the total assets of the
Company and its Restricted Subsidiaries at such date determined on a consolidated basis, as shown
on the most recent internal balance sheet of the Company prepared in accordance with GAAP.



     “Corporate Trust Office” means a corporate trust office of the Trustee, at which at any
particular time its corporate trust business shall be administered, which office at the date of
execution of this Indenture is located at 452 Fifth Avenue, New York, New York 10018, or such other
address as the Trustee may designate from 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 Agreement” means that certain Credit Agreement, dated as of the Issue Date, by and
among the Company, the other borrowers named therein, the initial lenders named therein, the
initial issuing banks named therein, Citibank, N.A., as Agent, and Citigroup Global Markets Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp. and RBS Securities
Inc., as Joint Lead Arrangers and Joint Bookrunning Managers, providing for up to $2.3 billion (or
the U.S. Dollar Equivalent thereof) in term loan borrowings and $700 million (or the U.S. Dollar
Equivalent thereof) of revolving credit borrowings, including any related notes, Guarantees,
collateral documents, instruments and agreements executed in connection therewith, and in each case
as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination) or
refinanced from time to time (and whether or not with the same or any other borrower, issuer,
agent, lender or group of lenders), including any such refunding, replacement or refinancing
thereof that increases the amount to be borrowed thereunder or alters the maturity thereof
(provided that such increase in borrowings is permitted under Section 4.10).



     “Credit Facilities” means, one or more debt facilities (including, without limitation, the
Credit Agreement), commercial paper facilities or indentures, in each case with banks or other
institutional lenders or a trustee, providing for revolving credit loans, term loans, receivables
financing (including through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against such receivables), letters of credit or issuances of
notes or other instruments or agreements evidencing long-term Indebtedness (including any Specified
Structured Finance Transaction), in each case, as amended, restated, modified, renewed, refunded,
replaced (whether upon or after termination) or refinanced in whole or in part from time to time
(and whether or not with the same or any other borrower, issuer, agent, lender or group of
lenders), including any such refunding, replacement or refinancing thereof that increases the
amount to be borrowed thereunder or alters the maturity thereof (provided that such
increase in borrowings is permitted under Section 4.10).



     “Custodian” means any receiver, trustee, assignee, liquidator, custodian, administrator or
similar official under any Bankruptcy Law.



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



10









 





     “Depositary” means DTC until a successor Depositary, if any, shall have become such pursuant
to this Indenture, and thereafter Depositary shall mean or include each Person who is then a
Depositary hereunder.



     “Designated Non-cash Consideration” means the fair market value of non-cash consideration
received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so
designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, less the
amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection
on such Designated Non-cash Consideration.



     “Disinterested Member” means, with respect to any transaction or series of related
transactions, a member of the Company’s Board of Directors who does not have any material direct or
indirect financial interest in or with respect to such transaction or series of related
transactions and is not an Affiliate, or an officer, director, member of a supervisory, executive
or management board or employee of any Person (other than the Company or a Restricted Subsidiary)
who has any direct or indirect financial interest in or with respect to such transaction or series
of related transactions.



     “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case, at the option
of the holder) or by contract or otherwise, is, or upon the happening of any event or passage of
time would be, required to be redeemed on or prior to the date that is 91 days after the date on
which the Notes mature, or is redeemable at the option of the holder thereof, or is convertible
into or exchangeable for debt securities at the option of the holder in any such case on or prior
to such date; provided, however, that if such Capital Stock is issued to any plan
for the benefit of employees of the Company or its Subsidiaries or by any such plan to employees,
such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be
repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or
regulatory obligations. Notwithstanding the preceding sentence, any Capital Stock that would
constitute Disqualified Stock solely because the holders thereof have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset
sale shall not constitute Disqualified Stock if (i) the “asset sale” or “change of control”
provisions applicable to such Capital Stock are no more favorable to the holders of such Capital
Stock than the provisions contained in Section 4.6 and Section 4.7 and (ii) such Capital Stock
specifically provides that such Person shall not repurchase or redeem any such stock pursuant to
such provision prior to the Company’s repurchase of such Notes as are required to be repurchased
pursuant to Section 4.6 and Section 4.7. The term “Disqualified Stock” shall also include any
options, warrants or other rights that are convertible into Disqualified Stock or that are
redeemable at the option of the holder, or required to be redeemed, prior to the date that is 91
days after the date on which the Notes mature.



     “Diversey” means Diversey Holdings, Inc., a Delaware corporation.



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



     “DTC” means The Depository Trust Company.



11









 





     “EPC Transactions” means the transactions related to the reorganization of the Company’s
European operations to function under a centralized management and value chain model.



     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).



     “Equity Offering” means any public sale or private placement of Capital Stock (other than
Disqualified Stock) of the Company to any Person (other than any Subsidiary thereof) other than
pursuant to a registration statement on Form S-8 or otherwise relating to equity securities
issuable under any employee benefit plan of the Company.



     “EU Member State” means a member state of the European Union.



     “Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.



     “euro,” “EUR” or “€” means the single currency of the Participating Member States.



     “Event of Loss” means, with respect to any property, any of the following:




     (1) any loss, destruction or damage of such property;




     (2) any pending institution of any proceedings for the condemnation or seizure of such
property or for the exercise of any right of eminent domain; or




     (3) any actual condemnation, seizure or taking, by exercise of the power of eminent
domain or otherwise, of such property, or confiscation of such property or the requisition
of the use of such property.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.



     “Existing Diversey Notes” means, collectively, the 10.50% Senior Notes due 2020 issued by
Diversey on November 24, 2009 and the 8.25% Senior Notes due 2019 issued by Diversey, Inc. on
November 24, 2009.



     “Existing Indebtedness” means the aggregate amount of Indebtedness of the Company and the
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement, the Notes and the
related Note Guarantees) in existence on the Issue Date after giving effect to the Transactions
until such amounts are repaid.



     “Existing Sealed Air Notes” means, collectively, the 5.625% Senior Notes due 2013, the 12%
Senior Notes due 2014, the 7.875% Senior Notes due 2017 and the 6.875% Senior Notes due 2033, in
each case, issued by the Company.



     “Fair Market Value” means the price that would be paid in an arm’s-length transaction between
an informed and willing seller under no compulsion to sell and an informed and willing



12









 




buyer under no compulsion to buy, as determined in good faith by the principal financial
officer of the Company, whose determination shall be conclusive.




     “Fixed Charge Coverage Ratio” means, for any period, the ratio of the Consolidated Adjusted
EBITDA of the Company for such period to the Fixed Charges of the Company for such period.



     For purposes of calculating the Fixed Charge Coverage Ratio:




     (1) in the event that the Company or any Restricted Subsidiary Incurs, repays,
repurchases or redeems any Indebtedness subsequent to the commencement of the period for
which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on
which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the
“Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving
pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness and
the use of the proceeds therefrom as if the same had occurred at the beginning of such
period;




     (2) acquisitions and dispositions of business entities or property and assets
constituting a division or line of business of any Person that have been made by the Company
or any Restricted Subsidiary (or by any Person that has subsequently become a Restricted
Subsidiary or has subsequently merged or consolidated with or into the Company or any
Restricted Subsidiary), including through mergers or consolidations, and the designation or
redesignation of an Unrestricted Subsidiary, in each case, during the four-quarter reference
period or subsequent to such reference period and on or prior to the Calculation Date shall
be given pro forma effect as if they had occurred on the first day of the four-quarter
reference period and Consolidated Adjusted EBITDA for such reference period shall be
calculated on a pro forma basis;




     (3) the Consolidated Adjusted EBITDA attributable to discontinued operations, as
determined in accordance with GAAP, shall be excluded;




     (4) the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, shall be excluded, but only to the extent that the obligations giving
rise to such Fixed Charges will not be obligations of the Company or any Restricted
Subsidiary following the Calculation Date;




     (5) whenever pro forma effect is to be given to any transaction, the amount of
Consolidated Adjusted EBITDA relating thereto and the amount of Fixed Charges associated
with any Indebtedness Incurred in connection therewith, unless otherwise specified, the pro
forma calculations shall be made in good faith by a responsible financial or accounting
officer of the Company (and may include, for the avoidance of doubt, cost savings and
operating expense reductions resulting from such transaction that is being given pro forma
effect that have been or are expected to be realized within 12 months after the date of such
acquisition, disposition, merger or consolidation);




     (6) Fixed Charges attributable to interest on any Indebtedness (whether existing or
being Incurred) computed on a pro forma basis and bearing a floating interest



13









 






rate shall be computed as if the rate in effect on the Calculation Date (taking into
account any interest rate option, swap, cap or similar agreement applicable to such
Indebtedness if such agreement has a remaining term as at the Calculation Date in excess of
12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had
been the applicable rate for the entire period;




     (7) Fixed Charges attributable to interest on any Indebtedness incurred under a
revolving credit facility computed on a pro forma basis shall be calculated based on the
average daily balance of such Indebtedness for the four fiscal quarters subject to the pro
forma calculation; and




     (8) Fixed Charges attributable to interest on any Indebtedness that may optionally be
determined at an interest rate based upon a factor of a prime or similar rate or other rate
shall be computed based upon the rate actually chosen on the Calculation Date by the
Company.



     “Fixed Charges” means, for any period, the sum, without duplication, of:




     (1) the consolidated interest expense of the Company and the Restricted Subsidiaries
for such period, whether paid or accrued, including, without limitation, amortization of
original issue discount, non-cash interest payments (but excluding any non-cash interest
payments attributable to the movement in the mark-to-market valuation of Hedging Obligations
or other derivative instruments pursuant to GAAP), the interest component of any deferred
payment obligations, the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers’ acceptance
financings, and net of the effect of all payments made or received pursuant to interest rate
Hedging Obligations with respect to Indebtedness, and excluding (a) amortization of deferred
financing fees and debt issuance costs and (b) any non-cash interest expense imputed on any
convertible debt securities in accordance with FASB APB 14-1; plus




     (2) the consolidated interest expense of the Company and the Restricted Subsidiaries
that was capitalized during such period; plus




     (3) any interest expense on Indebtedness of another Person that is Guaranteed by the
Company or one of the Restricted Subsidiaries or secured by a Lien on assets of the Company
or a Restricted Subsidiary, but only to the extent such interest is actually paid by the
Company or any Restricted Subsidiary; plus




     (4) the product of (a) all dividends, whether paid or accrued and whether or not in
cash, on any series of Disqualified Stock of the Company or a Restricted Subsidiary or
Preferred Stock of a Restricted Subsidiary, other than dividends on Equity Interests payable
solely in Equity Interests (other than Disqualified Stock) of the Company or to the Company
or a Restricted Subsidiary, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and local
statutory tax rate of the issuer of such Disqualified or



14









 






Preferred Stock, expressed as a decimal, in each case, determined on a consolidated
basis and in accordance with GAAP.



     “Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such
Person that is not organized or existing under the laws of the United States, any state thereof or
the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary.



     “French Structured Finance Transaction” means a structured finance transaction among Sealed
Air (Luxembourg), Sealed Air (France) and one or more financial institutions pursuant to which
Sealed Air (France) issues debt securities (the “French Notes”) to such financial
institutions that are guaranteed and secured by the Company or Sealed Air (Luxembourg) or another
Restricted Subsidiary of the Company and that may include certain equity features, with the
principal amount of the French Notes being payable at their maturity in cash and/or Equity
Interests issued by Sealed Air (France) and pursuant to the transaction, the Company or Sealed Air
(Luxembourg) or another Restricted Subsidiary may acquire the right to receive the principal
repayment of the French Notes.



     “GAAP” means generally accepted accounting principles in the United States set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting
Oversight Board and in the statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as have been approved by a significant
segment of the accounting profession, which are in effect on the date of this Indenture.



     “Government Securities” means securities that are direct obligations of the United States of
America (including any agency or instrumentality thereof) for the timely payment of which its full
faith and credit is pledged.



     “Guarantee” means, as to any Person, a guarantee, other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or indirect, in any manner,
including, without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another
Person, but excluding endorsements for collection or deposit in the ordinary course of business.



     “Guarantors” means:




     (1) the Initial Guarantors; and




     (2) any other subsidiary that executes a Note Guarantee in accordance with the
provisions of this Indenture;



     and their respective successors and assigns until released from their obligations under their
Note Guarantees and this Indenture in accordance with the terms hereof.



     “Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person under:



15









 






     (1) any interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement or other similar agreement or arrangement;




     (2) any commodity forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement; or




     (3) any foreign exchange contract, currency swap agreement, futures contract, option
agreement or other similar agreement or arrangement.



     “Holder” means a Person in whose name a Note is registered.



     “Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or
otherwise become directly or indirectly liable for or with respect to, or become responsible for,
the payment of, contingently or otherwise, such Indebtedness (and “Incurrence” and “Incurred” shall
have meanings correlative to the foregoing); provided that (1) any Indebtedness of a Person
existing at the time such Person becomes a Restricted Subsidiary shall be deemed to be Incurred by
such Person at the time it becomes a Restricted Subsidiary and (2) neither the accrual of interest
nor the accretion of original issue discount nor the payment of interest in the form of additional
Indebtedness with the same terms or the payment of dividends on Disqualified Stock or Preferred
Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock
(to the extent provided for when the Indebtedness or Disqualified Stock or Preferred Stock on which
such interest or dividend is paid was originally issued) shall be considered an Incurrence of
Indebtedness.



     “Indebtedness” means, with respect to any specified Person, whether or not contingent:




     (1) all obligations of such Person for borrowed money;




     (2) all obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;




     (3) all obligations of such Person to pay the deferred purchase price of property or
services (except (A) trade accounts payable and accrued expenses arising in the ordinary
course of business, (B) any earnout obligation until such obligation shall have become a
liability on the balance sheet of such Person in accordance with GAAP, and (C) obligations
of a 60-day or less duration, and which are not overdue, resulting from take-or-pay
contracts entered into in the ordinary course of business) to the extent such amounts would
in accordance with GAAP be recorded as debt on a balance sheet of such Person;




     (4) all Capital Lease Obligations and Attributable Debt;




     (5) all non-contingent obligations of such Person to reimburse any bank or other Person
in respect of amounts paid under a letter of credit (other than letters of credit which
secure obligations in respect of trade payables or other letters of credit not securing
Indebtedness, unless such reimbursement obligation remains unsatisfied for more than three
Business Days);



16









 






     (6) all Indebtedness secured by a Lien on any asset of such Person, whether or not such
Indebtedness is otherwise an obligation of such Person; provided, however,
that the amount of Indebtedness of such Person pursuant to this clause (6) shall be the
lesser of (A) the Fair Market Value of such asset at such time of determination and (B) the
amount of Indebtedness of such other Person so secured;




     (7) net obligations of such Person under Hedging Obligations (the amount of any such
obligations to be equal at any time to the termination value of such agreement or
arrangement giving rise to such obligation that would be payable by such Person at such
time); and




     (8) to the extent not otherwise included, the Guarantee by the specified Person of any
Indebtedness of any other Person.



     The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at
such date of all unconditional obligations as described above and, with respect to contingent
obligations, the maximum liability upon the occurrence of the contingency giving rise to the
obligation. The amount of any Indebtedness described in clauses (1) and (2) above shall be:




     (1) the accreted value thereof, in the case of any Indebtedness issued with original
issue discount; and




     (2) the principal amount thereof, in the case of any other Indebtedness.



     For purposes of determining any particular amount of Indebtedness, (x) Guarantees, Liens or
obligations with respect to letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included, and (y) any Liens granted pursuant
to the equal and ratable provisions of Section 4.11 shall not be treated as Indebtedness.



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the TIA that are expressly incorporated into this
instrument, and any such supplemental indenture, respectively.



     “Initial Guarantors” means all of the wholly owned Domestic Subsidiaries of the Company that
are guarantors under the Credit Agreement on the Issue Date, namely CPI Packaging, Inc., Cryovac,
Inc., Cryovac International Holdings Inc., Cryovac Leasing Corporation, Poly Packaging Systems,
Inc., Polypride, Inc., Reflectix, Inc., Sealed Air Corporation (US), Sealed Air Solutions Holdings,
Inc., Sealed Air LLC, Sealed Air Finance LLC, Sealed Air Nevada Holdings Limited (fka Sealed Air
Japan Limited), Shanklin Corporation, Diversey Holdings, Inc., Diversey, Inc., Auto-C, LLC, JDI CEE
Holdings, Inc., JDI Holdings, Inc., Diversey Puerto Rico, Inc., Diversey Shareholdings, Inc.,
Professional Shareholdings, Inc., The Butcher Company, JWP Investments, Inc. and JD Polymer, LLC.



17









 





     “Initial Purchasers” means BNP Paribas Securities Corp., Citigroup Global Markets Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBS Securities Inc.,
Credit Agricole Securities (USA) Inc., and Rabo Securities USA, Inc.



     “Interest Payment Date” means the Stated Maturity of an installment of interest on the Notes.



     “Investment Grade” means




     (1) with respect to Moody’s, a rating of Baa3 (or its equivalent under any successor
rating category of Moody’s) or better;




     (2) with respect to S&P, a rating of BBB- (or its equivalent under any successor rating
category of S&P) or better; and




     (3) if any Rating Agency ceases to exist or ceases to rate the Notes for reasons
outside of the control of the Company, the equivalent investment grade credit rating from
any other “nationally recognized statistical rating organization” within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement agency.



     “Investments” in any Person means all direct or indirect investments in such Person in the
form of loans or other extensions of credit (including Guarantees), advances, capital contributions
(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), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities issued by such Person, together with all items
that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.



     “Issue Date” means October 3, 2011.



     “Japanese Structured Finance Transaction” means a structured finance transaction among the
Company, Sealed Air (Japan) and one or more financial institutions pursuant to which Sealed Air
(Japan) issues debt securities (the “Japanese Notes”) to such financial institutions that
may be guaranteed and secured by the Company or a Restricted Subsidiary of the Company and that may
include certain equity features, with the principal amount of the Japanese Notes being payable at
their maturity in cash and/or Equity Interests issued by Sealed Air (Japan) and pursuant to the
transaction, the Company or a Restricted Subsidiary of the Company may acquire the right to receive
the principal repayment of the Japanese Notes.



     “Leases” means leases and subleases (excluding Capital Lease Obligations) and licenses to use
property.



     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City
of New York or at a place of payment are authorized or required by law, regulation or executive
order to remain closed.



18









 





     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction.



     “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency
business.



     “Net Available Proceeds” means the aggregate proceeds, including payments in respect of
deferred payment obligations (to the extent corresponding to the principal, but not the interest
component, thereof), received in cash and Cash Equivalents by the Company or any Restricted
Subsidiary in respect of any Asset Sale (including, without limitation, any cash and Cash
Equivalents received upon the sale or other disposition of any non-cash consideration received in
any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without
limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and
any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result
thereof, in each case, after taking into account any available tax credits or deductions and any
tax sharing arrangements, (3) in the case of any Asset Sale by a Restricted Subsidiary, payments to
holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity
Interests held by the Company or any Restricted Subsidiary) to the extent that such payment is
required to permit the distribution of such proceeds in respect of the Equity Interests in such
Restricted Subsidiary held by the Company or any Restricted Subsidiary and (4) appropriate amounts
to be provided by the Company or the Restricted Subsidiaries as a reserve against liabilities
associated with such Asset Sale, including, without limitation, pension and other post-employment
benefit liabilities, liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale, all as determined in accordance with
GAAP.



     “Net Total Leverage Ratio” means, as of any date of determination, the ratio of (x)
Consolidated Net Debt as of such date to (y) Consolidated Adjusted EBITDA for the Test Period most
recently ended, in the case of each of clause (x) and (y), calculated on a pro forma basis in a
manner consistent with the adjustments set forth in the definition of “Fixed Charge Coverage Ratio”
set forth in this Section 1.1.



     “Non-Recourse Debt” means Indebtedness as to which (i) neither the Company nor any Restricted
Subsidiary provides any Guarantee and as to which the lenders will not have any recourse to the
stock or assets of the Company or any Restricted Subsidiary and (ii) no default thereunder would,
as such, constitute a default under any other Indebtedness of the Company or any Restricted
Subsidiary.



     “Note Guarantee” means a Guarantee of the Notes of any series pursuant to this Indenture.



19









 





     “Obligations” with respect to any Indebtedness means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under the documentation
governing such Indebtedness.



     “Offering Memorandum” means the offering memorandum, dated September 16, 2011, prepared by the
Company, related to the offering of the Notes.



     “Offer to Purchase” means an offer to purchase Notes by the Company from the Holders commenced
by mailing a notice (or otherwise distributing notice in accordance with the provisions of DTC) to
the Trustee and each Holder stating:




     (1) the provision of this Indenture pursuant to which the offer is being made and that
all Notes validly tendered will be accepted for payment on a pro rata basis, by lot or by
such other method as the Trustee deems fair and appropriate or otherwise in accordance with
the procedures of DTC;




     (2) the purchase price and the expected date of purchase, which shall be a Business Day
no earlier than 30 days nor later than 60 days from the date such notice is mailed (the
“Payment Date”);




     (3) that any Note not tendered will continue to accrue interest pursuant to its terms;




     (4) that, unless the Company defaults in the payment of the purchase price, any Note
accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and
after the Payment Date;




     (5) that Holders electing to have a Note purchased pursuant to the Offer to Purchase
will be required to surrender the Note, together with the form entitled “Option of the
Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at
the address specified in the notice prior to the close of business on the Business Day
immediately preceding the Payment Date;




     (6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the third Business Day immediately
preceding the Payment Date, a facsimile transmission, letter or other written notice setting
forth the name of such Holder, the principal amount of Notes delivered for purchase and a
statement that such Holder is withdrawing his election to have such Notes purchased;




     (7) that Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered;
provided that each Note purchased and each new Note issued shall be in a principal
amount of $2,000 or an integral multiple of $1,000 in excess thereof; and




     (8) such other instructions, as determined by the Company, consistent with this
Indenture, that the Holders must follow.



20









 





     On the Payment Date, the Company shall (a) accept for payment on a pro rata basis, by lot or
by such other method as the Trustee deems fair and appropriate or otherwise in accordance with the
procedures of DTC, Notes or portions thereof (and, in the case of an Offer to Purchase made
pursuant to Section 4.7, any other Pari Passu Debt included in such Offer to Purchase) tendered
pursuant to an Offer to Purchase; (b) deposit with the Paying Agent money sufficient to pay the
purchase price of all Notes or portions thereof so accepted; and (c) deliver, or cause to be
delivered, to the Trustee all Notes or portions thereof so accepted together with an Officer’s
Certificate specifying the Notes or portions thereof accepted for payment by the Company. The
Paying Agent shall promptly mail or send by wire transfer to the Holders of Notes so accepted
payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and
deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note
surrendered; provided that each Note purchased and each new Note issued shall be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall
publicly announce the results of an Offer to Purchase as soon as practicable after the Payment
Date. The Trustee shall act as the Paying Agent for an Offer to Purchase.



     The Company shall comply with 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 the event
that the Company is required to repurchase Notes pursuant to an Offer to Purchase. To the extent
that the provisions of any securities laws or regulations conflict with the provisions of this
Indenture relating to an Offer to Purchase, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations under such provisions
of this Indenture by virtue of such conflict.



     “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person.



     “Officer’s Certificate” means a certificate signed on behalf of the Company or a Guarantor by
an Officer of the Company or such Guarantor, who must be the principal executive officer, the
principal financial officer, the treasurer or the principal accounting officer or any other
executive officer of the Company or such Guarantor, that meets the requirements of this Indenture.



     “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the
Trustee (who may be counsel to or an employee of the Company) that meets the requirements of this
Indenture.



     “Pari Passu Debt” means (a) any Indebtedness of the Company that ranks equally in right of
payment with the Notes or (b) any Indebtedness of a Guarantor that ranks equally in right of
payment with such Guarantor’s Note Guarantee.



     “Participating Member State” means any member state of the European Communities that adopts or
has adopted the euro as its lawful currency in accordance with legislation of the European
Community relating to Economic and Monetary Union.



21









 





     “Permitted Business” means any businesses conducted or proposed to be conducted (as described
in the Offering Memorandum) by the Company and its Restricted Subsidiaries on the Issue Date and
any other activities that are similar, ancillary or reasonably related to, or a reasonable
extension, expansion or development of, such businesses or ancillary thereto.



     “Permitted Investments” means:




     (1) any Investment in the Company or in a Restricted Subsidiary;




     (2) any Investment in Cash Equivalents;




     (3) any Investment by the Company or any Restricted Subsidiary in a Person, if as a
result of such Investment:




     (a) such Person becomes a Restricted Subsidiary; 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;




     (4) an Investment existing on the Issue Date, and any Investment that replaces,
refinances or refunds an existing Investment; provided that the new Investment does not
increase the amount of the Investment so replaced, refinanced or refunded except by an
amount equal to any premium or other reasonable amount paid in respect of the underlying
obligations and fees and expenses incurred in connection with such replacement, renewal or
extension;




     (5) any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.7;




     (6) Hedging Obligations entered into for the purpose of fixing, limiting, managing,
hedging or swapping interest rate, commodity price or foreign currency exchange rate risk
(or to reverse or amend any such agreements previously made for such purposes), and not for
speculative purposes;




     (7) (i) stock, obligations or securities received in satisfaction of judgments,
foreclosure of Liens or settlement of Indebtedness and (ii) any Investments received in
compromise of obligations of any trade creditor, supplier or customer that were incurred in
the ordinary course of business, including pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any such Person;




     (8) Investments consisting of extensions of credit in the nature of accounts receivable
or notes receivable arising from the grant to trade credit in the ordinary course of
business, and Investments received in satisfaction or partial satisfaction thereof from
financially troubled account debtors to the extent reasonably necessary in order to prevent
or limit loss;



22









 






     (9) Investments consisting of extensions of credit or endorsements for collection or
deposit in the ordinary course of business;




     (10) Guarantees of Leases and of other obligations not constituting Indebtedness of the
Company and its Restricted Subsidiaries entered into in the ordinary course of business;




     (11) commission, payroll, travel, entertainment and similar advances to officers,
directors and employees of the Company or any Restricted Subsidiary in the ordinary course
of business;




     (12) Investments in financial institutions that serve as counterparties for the
Specified Structured Finance Transactions to the extent they represent indirect Investments
in the corresponding Indebtedness of the Company or any Restricted Subsidiary Incurred
pursuant to Section 4.10(b)(1);




     (13) any Investment by the Company or a Restricted Subsidiary of the Company in a
Subsidiary in connection with any receivables financing permitted pursuant to Section
4.10(b)(1) that, in the good faith determination of the Company, is necessary or advisable
to effect such receivables financing;




     (14) loans and advances to employees and any guarantees thereof made in the ordinary
course of business, but in any event not in excess of $10.0 million in the aggregate at any
one time outstanding;




     (15) Investments the payment for which consists of Equity Interests (exclusive of
Disqualified Stock) of the Company; and




     (16) additional Investments having an aggregate Fair Market Value (measured on the date
each such Investment was made and without giving effect to subsequent changes in value),
when taken together with all other Investments made pursuant to this clause (16) that are at
that time outstanding, not to exceed an amount equal to the greater of $250.0 million and
2.1% of Consolidated Total Assets.



     “Permitted Liens” means:




     (1) Liens on the assets of the Company and any Restricted Subsidiary securing
Indebtedness Incurred under Section 4.10(b)(1);




     (2) Liens in favor of the Company or any Restricted Subsidiary that is a Guarantor;




     (3) Liens on the assets of any Restricted Subsidiary that is not a Guarantor to secure
Indebtedness Incurred by such Restricted Subsidiary or another Restricted Subsidiary that is
not a Guarantor;



23









 






     (4) Liens on property of a Person existing at the time such Person is merged with or
into or consolidated with the Company or any Restricted Subsidiary; provided that
such Liens were not incurred in contemplation of such merger or consolidation;




     (5) Liens securing the Notes and the Note Guarantees;




     (6) Liens on property existing at the time of acquisition thereof by the Company or any
Restricted Subsidiary of the Company, provided that such Liens were not incurred in
contemplation of such acquisition and do not extend to any property other than the property
so acquired by the Company or the Restricted Subsidiary;




     (7) Liens existing on the Issue Date (other than any Liens securing Indebtedness
Incurred under Section 4.10(b)(1) or Cash Management Obligations);




     (8) Liens securing Permitted Refinancing Indebtedness; provided that such Liens
do not extend to any property or assets other than the property or assets that secure the
Indebtedness being refinanced;




     (9) Liens on property or assets securing Indebtedness used to defease or to satisfy and
discharge the Notes; provided that (a) the Incurrence of such Indebtedness was not
prohibited by this Indenture and (b) such defeasance or satisfaction and discharge is not
prohibited by this Indenture;




     (10) easements, leases, subleases, encroachments, rights of way, minor defects,
irregularities or encumbrances on title which are not unusual with respect to property
similar in character to any such real property that were not incurred with and which do not
secure Indebtedness and do not materially impair such real property for the purpose for
which it is held or materially interfere with the conduct of the business of the Company or
any of its Subsidiaries and municipal and zoning ordinances, which are not violated by the
existing improvements and the present use made by the Company or any of its Subsidiaries of
such real property;




     (11) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by
Section 4.10(b)(4); provided that any such Lien (i) covers only the assets acquired,
constructed or improved with such Indebtedness and (ii) is created within 180 days of such
acquisition, construction or improvement;




     (12) Liens securing Hedging Obligations of the Company or any Restricted Subsidiary (a)
that are Incurred for the purpose of fixing, limiting, managing, hedging or swapping
interest rate, commodity price or foreign currency exchange rate risk (or to reverse or
amend any such agreements previously made for such purposes), and not for speculative
purposes, or (b) securing letters of credit that support such Hedging Obligations;




     (13) (i) pledges or deposits by any Person under workers’ compensation laws,
unemployment insurance laws or other social security legislation, and deposits securing
liability to insurance carriers under related insurance or self insurance arrangements, (ii)
Liens incurred in the ordinary course of business securing insurance premiums or



24









 






reimbursement obligations under insurance policies related to the items specified in
the foregoing clause (i), or (iii) obligations in respect of letters of credit or bank
guarantees that have been posted by such Person to support the payment of the items set
forth in clauses (i) and (ii) of this clause (13);




     (14) (i) deposits to secure the performance of bids, tenders, contracts (other than for
borrowed money) or Leases to which any Person is a party, (ii) deposits to secure public or
statutory obligations of such Person, surety and appeal bonds, performance bonds and other
obligations of a like nature, (iii) deposits as security for contested taxes or import
duties or for the payment of rent, and (iv) obligations in respect of letters of credit or
bank guarantees that have been posted by such Person to support the payment of items set
forth in clauses (i) and (ii) of this clause (14);




     (15) Liens consisting of pledges or deposits of cash or securities made by any Person
as a condition to obtaining or maintaining any licenses issued to it by, or to satisfy other
similar requirements of, any applicable government or any agency or political subdivision
thereof;




     (16) Liens imposed by law, such as (i) carriers’, warehousemen’s and mechanics’,
materialmen’s, landlords’, or repairmen’s Liens, or (ii) other like Liens arising in the
ordinary course of business securing obligations which are not overdue by more than 60 days
or which if more than 60 days overdue, the period of grace, if any, related thereto has not
expired or which are being contested in good faith by appropriate proceedings;
provided that a reserve or other appropriate provision shall have been made therefor
as appropriate in accordance with GAAP;




     (17) Liens arising out of judgments or awards not constituting an Event of Default;




     (18) Liens for property taxes not yet due and payable or which are being contested in
good faith and by appropriate proceedings (and as to which all foreclosures and other
enforcement proceedings shall have been fully bonded or otherwise effectively stayed);




     (19) survey exceptions, encumbrances, easements or reservations of, or rights of others
for rights of way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or other restrictions or encumbrances as to the use of real properties or Liens
incidental to the conduct of the business of any Person or to the ownership of its
properties which were not incurred in connection with and do not secure Indebtedness and do
not in the aggregate materially impair the use of such real property for the purpose for
which it is held or materially interfere with the ordinary operation of the business of such
Person;




     (20) any zoning, building or similar laws, ordinances or rights reserved to or vested
in any government or any agency or political subdivision thereof, which are not violated by
existing improvements or the present use of real property;



25









 






     (21) Liens for taxes, assessments, charges or other governmental levies not overdue by
more than 60 days or which if more than 60 days overdue, the period of grace, if any,
related thereto has not expired or which are being contested in good faith by appropriate
proceedings; provided that a reserve or other appropriate provision shall have been
made therefor as appropriate in accordance with GAAP;




     (22) Liens arising in the ordinary course of business by virtue of any contractual,
statutory or common law provision relating to banker’s Liens, rights of set off or similar
rights and remedies covering deposit or securities accounts (including funds or other assets
credited thereto and pooling and netting arrangements) or other funds maintained with a
depository institution or securities intermediary;




     (23) restrictions on transfers of securities imposed by applicable securities laws;




     (24) (i) any interest or title of a lessor, licensor or sublessor under any Lease,
license or sublease entered into by any Person in the ordinary course of its business and
covering only the assets so leased, licensed or subleased that do not materially detract
from the value of such assets or interfere with the ordinary conduct of the business
conducted and proposed to be conducted regarding such asset and (ii) the rights reserved or
vested in any other Person by the terms of any Lease, license, franchise, grant or permit
held by such Person or by a statutory provision to terminate any such Lease, license,
franchise, grant or permit or to require periodic payments as a condition to the continuance
thereof;




     (25) assignments of insurance or condemnation proceeds provided to landlords (or their
mortgagees) pursuant to the terms of any Lease and Liens or rights reserved in any Lease for
rent or for compliance with the terms of such Lease;




     (26) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by any Person in the ordinary course of business
not prohibited by this Indenture;




     (27) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods in the ordinary
course of business;




     (28) ground leases or subleases, licenses or sublicenses in respect of real property on
which facilities owned or leased by the Company or any of its Restricted Subsidiaries are
located;




     (29) any interest or title of a lessor, sublessor, licensor or sublicensor or secured
by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under any lease, sublease,
license or sublicense permitted by this Indenture;




     (30) Liens arising from precautionary UCC financing statement filings (or similar
filings under applicable law) regarding Leases or consignments;



26









 






     (31) Liens on goods or inventory the purchase, shipment or storage price of which is
financed by a documentary letter of credit or bankers’ acceptance issued or created for the
account of the Company or any of its Restricted Subsidiaries;




     (32) Liens arising from security interest filings which no longer secure any
Indebtedness; and




     (33) other Liens securing obligations in an aggregate principal amount not to exceed
the greater of $325.0 million and 2.8% of Consolidated Total Assets at any one time
outstanding.



     “Permitted Refinancing Indebtedness” means any Indebtedness, Disqualified Stock or Preferred
Stock of the Company or any Restricted Subsidiary issued in exchange for, or the net cash proceeds
of which are used to extend, refinance, renew, replace, defease, discharge or refund any
Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary
(other than Indebtedness owed to the Company or to any Subsidiary of the Company); provided
that:




     (1) the amount of such Permitted Refinancing Indebtedness does not exceed the amount of
the Indebtedness, Disqualified Stock or Preferred Stock so extended, refinanced, renewed,
replaced, defeased, discharged or refunded (plus all accrued and unpaid interest thereon and
the amount of any reasonably determined premium (including tender premiums) necessary to
accomplish such refinancing and such reasonable fees, costs and expenses incurred in
connection therewith);




     (2) such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or Preferred
Stock being extended, refinanced, renewed, replaced, defeased, discharged or refunded;




     (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is subordinated in right of payment to the Notes or the Note Guarantees, such
Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the
Note Guarantees, as applicable, on terms at least as favorable, taken as a whole, to the
Holders of Notes as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased, discharged or refunded;




     (4) if Disqualified Stock is being extended, refinanced, renewed, replaced, defeased or
refunded, it shall be extended, refinanced, renewed, replaced, defeased or refunded with
Disqualified Stock, and if Preferred Stock is being extended, refinanced, renewed, replaced,
defeased or refunded, it shall be extended, refinanced, renewed, replaced, defeased or
refunded with Preferred Stock; and




     (5) if the obligor on the Indebtedness, Disqualified Stock or Preferred Stock being
extended, refinanced, renewed, replaced, defeased, discharged or refunded is the



27









 






Company or a Guarantor, the Permitted Refinancing Indebtedness may only be Incurred by
the Company or a Guarantor.



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



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



     “QIB” means a “Qualified Institutional Buyer” as defined under Rule 144A.



     “Rating Agency” means each of Moody’s and S&P and, if any of Moody’s or S&P ceases to exist or
ceases to rate the Notes for reasons outside of the control of the Company, any other “nationally
recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act selected by the Company as a replacement agency.



     “Record Date” for the interest payable on any Interest Payment Date means the March 1 or
September 1 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date.



     “Redemption Date”, when used with respect to any Note to be redeemed, in whole or in part,
means the date fixed for such redemption by or pursuant to this Indenture.



     “Redemption Price”, when used with respect to any Note to be redeemed, means the price at
which it is to be redeemed pursuant to this Indenture.



     “Regulation S” means Regulation S under the Securities Act (including any successor regulation
thereto), as it may be amended from time to time.



     “Replacement Assets” means (1) assets that are not classified as current assets under GAAP and
that are used or useful in a Permitted Business, (2) substantially all the assets of a Permitted
Business, or (3) a majority of the Voting Stock of any Person engaged in a Permitted Business that
will become on the date of acquisition thereof a Restricted Subsidiary.



     “Restricted Period” means the 40-day distribution compliance period as defined in Regulation
S.



     “Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted
Subsidiary.



     “Rule 144” means Rule 144 under the Securities Act (including any successor regulation
thereto), as it may be amended from time to time.



     “Rule 144A” means Rule 144A under the Securities Act (including any successor regulation
thereto), as it may be amended from time to time.



28









 





     “Rule 903” means Rule 903 under the Securities Act (including any successor regulation
thereto), as it may be amended from time to time.



     “Rule 904” means Rule 904 under the Securities Act (including any successor regulation
thereto), as it may be amended from time to time.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and any successor to its rating agency business.



     “Sale and Leaseback Transaction” means, with respect to any Person, any transaction involving
any of the assets or properties of such Person whether now owned or hereafter acquired, whereby
such Person sells or otherwise transfers such assets or properties and then or thereafter leases
such assets or properties or any part thereof which such Person intends to use for substantially
the same purpose or purposes as the assets or properties sold or transferred.



     “Sealed Air (France)” means Sealed Air Holdings S.A.S. or another Subsidiary of the Company
that is incorporated or organized in France.



     “Sealed Air (Japan)” means Sealed Air Japan K.K., Diversey Co. Ltd. (Japan) or another
Subsidiary of the Company that is incorporated or organized in Japan.



     “Sealed Air (Luxembourg)” means Sealed Air Luxembourg S.C.A. or another Subsidiary of the
Company that is incorporated or organized in Luxembourg.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder.



     “Significant Subsidiary” means any Subsidiary that would constitute a “significant subsidiary”
within the meaning of Article 1 of Regulation S-X of the Securities Act.



     “Specified Structured Finance Transactions” means the Japanese Structured Finance Transaction
and the French Structured Finance Transaction.



     “Stated Maturity” means, with respect to any installment of interest or principal on any
series of Indebtedness, the date on which such installment of interest or principal was scheduled
to be paid in the original documentation governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or principal prior to the
date originally scheduled for the payment thereof.



     “Subsidiary” means, with respect to any Person:




     (1) a corporation a majority of whose Voting Stock is at the time owned or controlled,
directly or indirectly, by such Person, one or more Subsidiaries thereof or such Person and
one or more Subsidiaries thereof; and




     (2) any other Person (other than a corporation), including, without limitation, a
partnership, limited liability company, business trust or joint venture, in which such
Person, one or more Subsidiaries thereof or such Person and one or more Subsidiaries



29









 






thereof, directly or indirectly, at the date of determination thereof, has at least
majority ownership interest entitled to vote in the election of directors, managers or
trustees thereof (or other Person performing similar functions).



     “TIA” means the Trust Indenture Act of 1939 as amended, and the rules and regulations of the
Commission promulgated thereunder.



     “Test Period” means the four consecutive fiscal quarters of the Company then last ended, in
each case taken as one accounting period.



     “Transactions” means (i) the Acquisition, (ii) the borrowings under the Credit Agreement to
finance the Acquisition, (iii) the issuance of the Notes, (iv) any repayment, redemption,
defeasance, discharge or other refinancing of Indebtedness of Diversey and its subsidiaries,
including the Existing Diversey Notes, (v) the issuance of the Company’s common shares to pay the
equity portion of the consideration for the Acquisition, (vi) any related transaction undertaken or
consummated in connection with clauses (i) through (v), and (vii) the payment of fees, premiums and
expenses in connection with clauses (i) through (vi) of this definition, all as described in the
Offering Memorandum under “Use of Proceeds.”



     “Treasury Rate” means 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) which has become publicly available at least two Business
Days prior to the date fixed for redemption (or, if such Statistical Release is no longer
published, any publicly available source for similar market data)) most nearly equal to the period
from the redemption date to September 15, 2015, in the case of the 2019 Notes, or September 15,
2016, in the case of the 2021 Notes; provided, however, that if the then remaining
term of the Notes to September 15, 2015, in the case of the 2019 Notes, or September 15, 2016, in
the case of the 2021 Notes, is not equal to the constant maturity of a United States Treasury
security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of
United States Treasury securities for which such yields are given, except that if the then
remaining term of the Notes to September 15, 2015, in the case of the 2019 Notes, or September 15,
2016, in the case of the 2021 Notes, 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.



     “Trustee” means the party named as such in this Indenture until a successor replaces it in
accordance with the provisions of this Indenture and, thereafter, means the successor serving
hereunder.



     “Trust Officer” means, when used with respect to the Trustee, any vice president, assistant
vice president, assistant treasurer or trust officer in the corporate trust administration of the
Trustee or any other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject, and, in each case, who shall have direct
responsibility for the administration of this Indenture.



30









 





     “U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than
U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by
converting such foreign currency involved in such computation into U.S. dollars at the spot rate
for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall
Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two
Business Days prior to such determination.



     “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board
of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution in
compliance with Section 4.14, and any Subsidiary of such Subsidiary.



     “U.S. dollars”, “dollars” or “$” means the lawful currency of the United States of America.



     “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is
ordinarily entitled to vote in the election of the Board of Directors of such Person.



     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing:




     (1) the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the number of
years (calculated to the nearest one-twelfth) that will elapse between such date and the
making of such payment; by




     (2) the then outstanding principal amount of such Indebtedness.



     “Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary all of the outstanding
Capital Stock or other ownership interests of which (other than directors’ qualifying shares or
Investments by foreign nationals mandated by applicable law) will at the time be owned by the
Company or by one or more Wholly Owned Restricted Subsidiaries.



     “W.R. Grace Liability” means the obligations of the Company and Cryovac, Inc.
(“Cryovac”) pursuant to that certain Settlement Agreement and Release, dated November 10,
2003, by and among the Company, Cryovac, and the official committees appointed to represent
asbestos personal injury claimants and asbestos property damage claimants in the jointly
administered Chapter 11 cases of W.R. Grace & Co. and its affiliated debtors, Case No. 01-01139
(JKF) (Bankr. D. Del.).



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Section 1.2. Other Definitions.




	 	 	 	 	 
	Term	 	Defined in Section
	“2019 Notes”

	 	Recitals

	“2021 Notes”

	 	Recitals

	“Additional Notes”

	 	Recitals

	“Additional 2019 Notes”

	 	Recitals

	“Additional 2021 Notes”

	 	Recitals

	“Affiliate Transaction”

	 	4.13
	“Approved Bank”

	 	1.1 (in the definition of “Cash Equivalents”)

	“Bankruptcy Significant Subsidiaries”

	 	6.1
	“Calculation Date”

	 	1.1 (in the definition of “Fixed Charge Coverage Ratio”)

	“Certificated Note Event”

	 	2.10 (a)
	“Covenant Defeasance”

	 	8.3
	“Cryovac”

	 	1.1 (in the definition of “W.R. Grace Liability”

	“Defaulted Interest”

	 	2.12
	“Event of Default”

	 	6.1(a)
	“Excess Proceeds”

	 	4.7
	“French Notes”

	 	1.1 (in the definition of “French Structured Finance Transaction”)

	“Global Notes”

	 	2.1(c)
	“Japanese Notes”

	 	1.1 (in the definition of “Japanese Structured Finance Transaction)

	“Legal Defeasance”

	 	8.2
	“Notes”

	 	Recitals

	“Original Notes”

	 	Recitals

	“Original 2019 Notes”

	 	Recitals

	“Original 2021 Notes”

	 	Recitals

	“Participants”

	 	2.1(c)
	“Paying Agent”

	 	2.3
	“Payment Date”

	 	1.1 (in the definition of “Offer to Purchase”)

	“Payment Default”

	 	6.1
	“Permitted Debt”

	 	4.10
	“Registrar”

	 	2.3
	“Regulation S Global Note”

	 	2.1(b)
	“Regulation S Permanent Global Note”

	 	2.1(b)
	“Regulation S Temporary Global Note”

	 	2.1(b)
	“Restricted Global Note”

	 	2.1(b)
	“Restricted Payment”

	 	4.9


	“Reversion Date”

	 	4.8
	“Security Register”

	 	2.3






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	Term	 	Defined in Section
	“series”

	 	Recitals

	“Suspension Date”

	 	4.8
	“Suspension Period”

	 	4.8
	“Transfer”

	 	1.1 (in the definition of “Asset Sale”)

	“Transfer Agent”

	 	2.3
	“Unused Amount”

	 	4.9






     Section 1.3. Incorporation by Reference of TIA.
This Indenture has not been qualified under the TIA. Whenever this Indenture expressly
refers to a provision of the TIA, such provision is incorporated by reference in, and made a part
of, this Indenture, but only to the extent it has been expressly referred to herein. The following
TIA terms have the following meanings as used in this Indenture:



     “indenture securities” means the Notes.



     “indenture securities holder” means a Holder.



     “indenture to be qualified” means this Indenture.



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



     “obligor” on the “indenture securities” means the Company and the Guarantors.



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



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



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



          (iii) “or” is not exclusive;



          (iv) “including” or “include” means including or include without limitation;



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



          (vi) unsecured Indebtedness shall not be deemed to be subordinated or junior to secured
Indebtedness merely by virtue of its nature as unsecured Indebtedness and senior Indebtedness shall
not be deemed to be subordinated or junior to any other senior Indebtedness merely because it has a
junior priority with respect to the same collateral;



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



33









 





          (viii) for purposes of the covenants and definitions set forth in this Indenture, amounts
stated in U.S. dollars shall be deemed to include both U.S. dollars and U.S. Dollar Equivalents.



ARTICLE 2

THE NOTES




     Section 2.1. The Notes. (a) Form and Dating. The Notes and the Trustee’s certificate of authentication
shall be substantially in the form of Exhibit A-1 hereto, in the case of the 2019 Notes, and
Exhibit A-2 hereto, in the case of the 2021 Notes, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture. The Notes may
have notations, legends or endorsements required by law, the rules of any securities exchange or
usage. The Company shall approve the form of the Notes. Each Note shall be dated the date of its
authentication. The terms and provisions contained in the form of the Notes shall constitute and
are hereby expressly made a part of this Indenture. The Notes shall be issued only in fully
registered form without coupons and only in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof.



     (b) Global Notes. Notes offered and sold in reliance on Regulation S shall be issued
initially in the form of a temporary Global Note substantially in the form of Exhibit A-1 hereto,
in the case of the 2019 Notes, and Exhibit A-2 hereto, in the case of the 2021 Notes, with such
applicable legends as are provided in Exhibit A-1 hereto, in the case of the 2019 Notes, and
Exhibit A-2 hereto, in the case of the 2021 Notes, except as otherwise permitted herein (each, a
“Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers
of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered
in the name of the Depositary or the nominee of the Depositary for the accounts of designated
agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and
authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance
with Section 2.2) as hereinafter provided.



     Following (i) the expiration of the Restricted Period and (ii) receipt by the Trustee of
certification in a form reasonably satisfactory to the Trustee that beneficial interests in such
Regulation S Temporary Global Notes are owned either by non-U.S. persons (as defined in Regulation
S) or U.S. persons who purchased such interests in a transaction that did not require registration
under the Securities Act, beneficial interests in each Regulation S Temporary Global Note shall be
exchanged for beneficial interests in a permanent Global Note in the form of Exhibit A-1 hereto, in
the case of the 2019 Notes, and Exhibit A-2 hereto, in the case of the 2021 Notes, with such
applicable legends as are provided in Exhibit A-1 hereto, in the case of the 2019 Notes, and
Exhibit A-2 hereto, in the case of the 2021 Notes, except as otherwise permitted herein (each, a
“Regulation S Permanent Global Note” and, together with the Regulation S Temporary Global
Notes, the “Regulation S Global Notes”). Simultaneously with the authentication of the
corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding
Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary
Global Note and a Regulation S Permanent Global Note may from time to time be increased or
decreased by adjustments made by the Registrar on Schedule A to the applicable Regulation S
Temporary Global Note or the applicable Regulation S Permanent Global Note, as the case may be, and
recorded in the Security Register, as hereinafter provided.



34









 





     The provisions of the “The Operating Procedures of the Euroclear System” and “Terms and
Conditions governing use of Euroclear” and the “General Terms and Conditions” and “Customer
Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation
S Global Note that are held by Participants through Euroclear or Clearstream.



     Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form
of one or more Global Notes substantially in the form of Exhibit A-1 hereto, in the case of the
2019 Notes, and Exhibit A-2 hereto, in the case of the 2021 Notes, with such applicable legends as
are provided in Exhibit A-1 hereto, in the case of the 2019 Notes, and Exhibit A-2 hereto, in the
case of the 2021 Notes, except as otherwise permitted herein (each, a “Restricted Global
Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby
with the Depositary, and registered in the name of the Depositary or its nominee, as the case may
be, duly executed by the Company and authenticated by the Trustee (or an authenticating agent
appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. The aggregate
principal amount of any Restricted Global Note may from time to time be increased or decreased by
adjustments made by the Registrar on Schedule A to such Restricted Global Note and recorded in the
Security Register, as hereinafter provided.



     (c) Book-Entry Provisions. This Section 2.1(c) shall apply to the Regulation S Global
Notes and the Restricted Global Notes (collectively, the “Global Notes”) deposited with or
on behalf of the Depositary.



     Members of, or participants and account holders in DTC, Euroclear and Clearstream
(“Participants”) shall have no rights under this Indenture with respect to any Global Note
held on their behalf by the Depositary, or by the Trustee or any custodian of the Depositary or
under such Global Note, and the Depositary or its nominee may be treated by the Company, the
Guarantors, the Trustee and any agent of the Company, the Guarantors or the Trustee as the sole
owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Guarantors, the Trustee or any agent of the Company, any
Guarantor or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary and its
Participants, the operation of customary practices of such persons governing the exercise of the
rights of an owner of a beneficial interest in any Global Note.



     Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant
proxies and otherwise authorize any Person, including Participants and Persons that may hold
interests through Participants, to take any action that a Holder is entitled to take under this
Indenture or the Notes.



     Except as provided in Section 2.10, owners of a beneficial interest in Global Notes shall not
be entitled to receive physical delivery of certificated Notes.



     Section 2.2. Execution and Authentication. An authorized Officer of the Company shall sign the Notes for the Company by manual or
facsimile signature.



     If an authorized Officer whose signature is on a Note no longer holds that office at the time
the Trustee authenticates the Note, the Note shall be valid nevertheless.



35









 





     A Note shall not be valid or obligatory for any purpose until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Note. The signature shall be
conclusive evidence that the Note has been authenticated under this Indenture.



     Pursuant to a Company Order, the Company shall execute and the Trustee shall authenticate (a)
Original Notes for original issue in an aggregate principal amount of $750,000,000, in the case of
the Original 2019 Notes, and $750,000,000, in the case of the Original 2021 Notes, and (b)
Additional Notes subject to compliance at the time of issuance of such Additional Notes with the
provisions of this Indenture. The aggregate principal amount of Notes outstanding shall not exceed
the amount of Notes so executed and authenticated except as provided in Section 2.7.



     The Trustee may appoint an authenticating agent reasonably acceptable to the Company to
authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating
agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by any such agent. An authenticating agent
has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the
Company or an Affiliate of the Company.



     The Trustee shall have the right to decline to authenticate and deliver any Notes under this
Section 2.2 if the Trustee, being advised by counsel, determines that such action may not lawfully
be taken or if the Trustee in good faith shall determine that such action would expose the Trustee
to personal liability to existing Holders.



     Section 2.3. Registrar, Transfer Agent and Paying Agent. The Company shall maintain an office or agency for the registration of the Notes and of
their transfer or exchange (the “Registrar”), an office or agency where Notes may be
transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be
presented for payment (the “Paying Agent”) and an office or agency where notices or demands
to or upon the Company in respect of the Notes may be served.



     The Company shall maintain a Transfer Agent and Paying Agent in New York, New York. The
Company may appoint one or more Transfer Agents, one or more co-Registrars and one or more
additional Paying Agents. The Company or any or its Subsidiaries incorporated in the United States
may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices
and demands in connection with the Notes; provided, however, that neither the
Company nor any of its Affiliates shall act as Paying Agent for the purposes of Article Eight.



     The Company hereby appoints HSBC Bank USA, National Association located at the address set
forth in Section 12.2(a) as Registrar and as Transfer Agent and Paying Agent in New York, New York
and agent for service of notices and demands in connection with the Notes.



     Subject to any applicable laws and regulations, the Company shall cause the Registrar to keep
a register (the “Security Register”) at its corporate trust office in which, subject to
such reasonable regulations it may prescribe, the Company shall provide for the registration of
ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall
be conclusive evidence of the ownership of the Notes. Included in the books and records for the



36









 




Notes shall be notations as to whether such Notes have been paid, exchanged or transferred,
canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the
case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so
replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the
Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note
was canceled.




     The Company shall enter into an appropriate agency agreement with any Paying Agent or
co-Registrar not a party to this Indenture. Any such agreement shall implement the provisions of
this Indenture that relate to such agent. The Company shall notify the Trustee of the name and
address of any 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 7.6.



     Section 2.4. Paying Agent to Hold Money in Trust. Not later than 11:00 am (New York, New York time) on each due date of the principal,
premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money
in immediately available funds sufficient to pay such principal, premium, if any, and interest so
becoming due on the due date for payment under the Notes. 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 the Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by
the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the
Trustee of any default by the Company (or any other obligor on the Notes) in making any such
payment. The Company at any time may require a Paying Agent to pay all money held by it to the
Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance
of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the
Paying Agent shall have no further liability for the money so paid over to the Trustee. If the
Company or any Affiliate of the Company acts as Paying Agent, it shall, on or before each due date
of any principal, premium, if any, or interest on the Notes, segregate and hold in a separate trust
fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if
any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise
disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or
failure to act.



     Section 2.5. Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of Holders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing no later than two Business Days
before each Interest Payment Date, in the case of Global Notes, or the Record Date for each
Interest Payment Date, in the case of certificated Notes, 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 Holders, including the aggregate principal amount of Notes
held by each Holder.



     Section 2.6. Transfer and Exchange. (a) Where Notes are presented to the Registrar or a co-Registrar with a request to
register a transfer or to exchange them for an equal principal




37











 




amount of Notes of other denominations, the Registrar shall register the transfer or make the
exchange in accordance with the requirements of this Section 2.6. To permit registrations of
transfers and exchanges, the Company shall execute and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Notes, of any authorized
denominations and of a like aggregate principal amount, at the Registrar’s request. No service
charge shall be made for any registration of transfer or exchange of Notes, but the Company may
require payment of a sum sufficient to cover any (i) transfer tax or similar governmental charge
payable in connection with any such registration of transfer or exchange and (ii) agency fee or
similar charge payable in connection with any such registration of transfer or exchange of Notes
(other than any agency fee or similar charge payable upon exchanges pursuant to Sections 2.10, 3.7
or 9.4) or in accordance with an Offer to Purchase pursuant to Sections 4.6 or 4.7, not involving a
transfer.




     Upon presentation for exchange or transfer of any Note as permitted by the terms of this
Indenture and by any legend appearing on such Note, such Note shall be exchanged or transferred
upon the Security Register and one or more new Notes shall be authenticated and issued in the name
of the Holder (in the case of exchanges only) or the transferee, as the case may be. No exchange
or transfer of a Note shall be effective under this Indenture unless and until such Note has been
registered in the name of such Person in the Security Register. Furthermore, the exchange or
transfer of any Note shall not be effective under this Indenture unless the request for such
exchange or transfer is made by the Holder or by a duly authorized attorney-in-fact at the office
of the Registrar.



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



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



     The Company shall not be required (i) to issue, register the transfer of, or exchange any Note
during a period beginning at the opening of 15 days before the day of selection of Notes for
redemption under Section 3.2 and ending upon such selection of Notes, or (ii) to register the
transfer of or exchange any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.



     (b) Notwithstanding any provision to the contrary herein, so long as a Global Note remains
outstanding and is held by or on behalf of the Depositary, transfers of a Global Note, in whole or
in part, or of any beneficial interest therein, shall only be made in accordance with Sections
2.1(c), 2.6(a) and this Section 2.6(b); provided, however, that a beneficial
interest in a Global Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Global Note in accordance with the transfer restrictions set forth
in the legend on the Note, if any.



38









 





          (i) Except for transfers or exchanges made in accordance with any of clauses (ii), (iii) or
(iv) of this Section 2.6(b), transfers of a Global Note shall be limited to transfers of such
Global Note in whole, but not in part, to nominees of the Depositary or to a successor of the
Depositary or such successor’s nominee.



          (ii) Restricted Global Note to Regulation S Global Note. If the owner of a beneficial
interest in a Restricted Global Note of any series at any time wishes to exchange its interest in
such Restricted Global Note for an interest in a Regulation S Global Note of such series, or to
transfer its interest in such Restricted Global Note to a Person who wishes to take delivery
thereof in the form of a beneficial interest in a Regulation S Global Note of such series, such
transfer or exchange may be effected only in accordance with this clause (ii) and the rules and
procedures of the Depositary, Euroclear and Clearstream. Upon receipt by the Registrar from the
Transfer Agent of (A) instructions directing the Registrar to credit or cause to be credited an
interest in such Regulation S Global Note in a specified principal amount and to cause to be
debited an interest in a Restricted Global Note of such series in such specified principal amount,
and (B) a certificate in the form of Exhibit B-1, in the case of the 2019 Notes, or Exhibit B-2, in
the case of the 2021 Notes, attached hereto given by the owner of such beneficial interest stating
that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Global Notes and (x) pursuant to and in accordance with Regulation S or (y) that
the Note being transferred is being transferred in a transaction permitted by Rule 144, then the
Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of
such Restricted Global Note and the Depositary to increase or cause to be increased the principal
amount of such Regulation S Global Note by the aggregate principal amount of the interest in the
Restricted Global Note to be exchanged.



          (iii) Regulation S Global Note to Restricted Global Note. If the owner of a
beneficial interest in a Regulation S Global Note of any series at any time wishes to transfer such
interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in a
Restricted Global Note of such series, such transfer may be effected only in accordance with this
clause (iii) and the rules and procedures of the Depositary, Euroclear and Clearstream. Upon
receipt by the Registrar from the Transfer Agent of (A) instructions directing the Registrar to
credit or cause to be credited an interest in such Restricted Global Note in a specified principal
amount and to cause to be debited an interest in such Regulation S Global Note in such specified
principal amount, and (B) a certificate in the form of Exhibit C-1, in the case of the 2019 Notes,
or Exhibit C-2, in the case of the 2021 Notes, attached hereto given by the owner of such
beneficial interest stating that the transfer of such interest has been made in compliance with the
transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring
such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining
such interest in a transaction meeting the requirements of Rule 144A and any applicable securities
laws of any state of the United States or (y) that the Person transferring such interest is relying
on an exemption other than Rule 144A from the registration requirements of the Securities Act and,
in such circumstances, such Opinion of Counsel as the Company or the Trustee may reasonably request
to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities Act, then the
Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of
such Regulation S Global Note and to increase or cause to be



39









 




increased the principal amount of such Restricted Global Note by the aggregate principal
amount of the interest in such Regulation S Global Note to be exchanged or transferred.




          (iv) Global Notes to certificated Notes. In the event that a Global Note is exchanged
for Notes in certificated, registered form pursuant to Section 2.10, such Notes may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of
clauses (ii) and (iii) above (including the certification requirements intended to ensure that such
transfers comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and
such other procedures as may from time to time be adopted by the Company and the Trustee. A
beneficial interest in a Regulation S Temporary Global Note may not be exchanged for a Note in
certificated form or transferred to a Person who takes delivery thereof in the form of a Note in
certificated form prior to (A) the expiration of the Restricted Period and (B) the receipt by the
Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act,
except in the case of a transfer pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 903 or Rule 904.



     (c) If Notes are issued upon the transfer, exchange or replacement of Notes bearing the
restricted Notes legends set forth in Exhibit A-1 hereto, in the case of the 2019 Notes, or Exhibit
A-2 hereto, in the case of the 2021 Notes, the Notes so issued shall bear the restricted Notes
legends, and a request to remove such restricted Notes legends from Notes shall not be honored
unless there is delivered to the Company such satisfactory evidence, which may include an Opinion
of Counsel licensed to practice law in the State of New York, as may be reasonably required by the
Company, that neither the legend nor the restrictions on transfer set forth therein are required to
ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 under the
Securities Act. Upon provision of such satisfactory evidence, the Trustee, at the direction of the
Company, shall authenticate and deliver Notes that do not bear the legend.



     (d) The Trustee shall have no responsibility for any actions taken or not taken by the
Depositary, Euroclear and Clearstream, as the case may be.



     Section 2.7. Replacement Notes. If a mutilated certificated Note is surrendered to the Registrar or if the Holder claims that
the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee
shall authenticate a replacement Note in such form as the Note mutilated, lost, destroyed or
wrongfully taken if the Holder satisfies any evidentiary or other reasonable requirements of the
Trustee or the Company. 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 Transfer Agent, the Registrar and any co-Registrar, and any
authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company
and the Trustee may charge the Holder for their expenses in replacing a Note.



     Every replacement Note shall be an additional obligation of the Company.



     Section 2.8. Outstanding Notes . Notes outstanding at any time are all Notes authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation and those described in this Section 2.8 as
not outstanding. A Note does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Note.



40









 





     If a Note 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 Note which has been replaced is held by
a bona fide purchaser.



     Except if the Company or an Affiliate thereof is acting as Paying Agent, 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, premium, if any, and interest payable on that date with
respect to the Notes (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 Holders on that date pursuant to the
terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.



     Section 2.9. Notes Held by Company. In determining whether the Holders of the required principal amount of Notes have concurred
in any direction or consent or any amendment, modification or other change to this Indenture, Notes
owned by the Company or by an Affiliate of the Company shall be disregarded and treated as if they
were not outstanding, except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent or any amendment, modification or
other change to this Indenture, only Notes which a Trust Officer of the Trustee actually knows are
so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not
be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so
to act with respect to the Notes and that the pledgee is not the Company or an Affiliate of the
Company.



     Section 2.10. Certificated Notes. (a) A Global Note deposited with the Depositary, as the case may be, or other custodian
for the Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in
the form of certificated Notes only if such transfer complies with Section 2.6 and one of the
following events has occurred (each, a “Certificated Note Event”): (i) the Depositary
notifies the Company that it is unwilling or unable to continue as the Depositary for such Global
Note, or if at any time the Depositary ceases to be a “clearing agency” registered under the
Exchange Act and a successor depositary is not appointed by the Company within 120 days of such
notice, or (ii) if the owner of a beneficial interest in a Note requests such a transfer in writing
delivered through the Depositary following an Event of Default under this Indenture and enforcement
action is being taken in respect thereof under this Indenture. Notice of any such transfer shall
be given by the Company in accordance with the provisions of Section 12.2(a).



     (b) Any Global Note that is transferable to the beneficial owners thereof in the form of
certificated Notes pursuant to this Section 2.10 shall be surrendered by the Depositary to the
Transfer Agent, to be so transferred, in whole or from time to time in part, without charge, and
the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note,
an equal aggregate principal amount of Notes of authorized denominations in the form of
certificated Notes. Any portion of a Global Note transferred or exchanged pursuant to this Section
2.10 shall be executed, authenticated and delivered only in registered form in authorized
denominations and registered in such names as the Depositary shall direct. Subject to the
foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be
registered in the name of the Depositary or its nominee. In the event that a Global Note becomes
exchangeable for certificated Notes, payment of principal, premium, if any, and interest



41









 




on the certificated Notes shall be payable, and the transfer of the certificated Notes shall
be registrable, at the office or agency of the Company maintained for such purposes in accordance
with Section 2.3. Such certificated Notes shall bear the applicable legends set forth in Exhibit A
hereto.




     (c) In the event of the occurrence of any of the events specified in Section 2.10(a), the
Company shall promptly make available to the Trustee a reasonable supply of certificated Notes in
definitive, fully registered form without interest coupons.



     (d) In the event that certificated Notes are not issued to each owner of beneficial interests
in Global Notes in accordance with subsection (a) above promptly after a Certificated Note Event,
the Company explicitly acknowledges, with respect to the right of any Holder to pursue a remedy
pursuant to Section 6.6 or 6.7 hereof, the right of any beneficial owner in any Global Note to
pursue such remedy with respect to the portion of the Global Note that represents such beneficial
owner’s Notes as if such certificated Notes had been issued.



     Section 2.11. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar
and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee, in accordance with its customary procedures, and no
one else shall cancel (subject to the record retention requirements of the Exchange Act and the
Trustee’s retention policy) all Notes surrendered for registration of transfer, exchange, payment
or cancellation and destroy such cancelled Notes in its customary manner. Certification of the
destruction of cancelled Notes shall be delivered to the Company. Except as otherwise provided in
this Indenture the Company may not issue new Notes to replace Notes it has redeemed, paid or
delivered to the Trustee for cancellation.



     Section 2.12. Defaulted Interest. Any interest on any Note that is payable, but is not punctually paid or duly provided for,
on the dates and in the manner provided in the Notes and this Indenture (all such interest herein
called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the
relevant Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in clause (a) or (b) below:



     (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Notes are registered at the close of business on a special record date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the
date of the proposed payment, and at the same time the Company may deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest; or shall make arrangements satisfactory to the Trustee for such deposit prior to the date
of the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided. In addition, the Company
shall fix a special record date for the payment of such Defaulted Interest, such date to be not
more than 15 days and not less than 10 days prior to the proposed payment date and not less than 15
days after the receipt by the Trustee of the notice of the proposed payment date. The Company
shall promptly but, in any event, not less than 15 days



42









 




prior to the special record date, notify the Trustee of such special record date and, in the
name and at the expense of the Company, the Trustee shall cause notice of the proposed payment date
of such Defaulted Interest and the special record date therefor to be mailed first-class, postage
prepaid to each Holder as such Holder’s address appears in the Security Register, not less than 10
days prior to such special record date. Notice of the proposed payment date of such Defaulted
Interest and the special record date therefor having been so mailed, such Defaulted Interest shall
be paid to the Persons in whose names the Notes are registered at the close of business on such
special record date and shall no longer be payable pursuant to clause (b) below.




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



     Subject to the foregoing provisions of this Section 2.12, each Note delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall
carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other
Note.



     Section 2.13. Computation of Interest. Interest on the Notes shall be computed on the basis of a 360-day year comprising twelve
30-day months.



     Section 2.14. CUSIP and ISIN Numbers. The Company in issuing the Notes may use CUSIP, and ISIN numbers (if then generally in
use), and, if so, the Trustee shall use CUSIP and ISIN numbers, as appropriate, 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 or codes either as
printed on the Notes or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Notes, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company shall promptly notify the
Trustee of any change in the CUSIP or ISIN numbers.



     Section 2.15. Issuance of Additional Notes. The Company may, subject to Section 4.10 of this Indenture, issue an unlimited amount of
Additional Notes of any series from time to time under this Indenture in accordance with the
procedures of Section 2.2; provided that if any Additional Notes of any series are not
fungible with the Notes of such series for U.S. federal income tax purposes, such Additional Notes
shall be issued as a separate series under this Indenture and shall have a separate CUSIP number or
common code and ISIN as applicable, from the relevant series of Notes. Each series of Original
Notes issued on the date of this Indenture and any Additional Notes of such series subsequently
issued shall be treated as a single class for all purposes under this Indenture, including with
respect to waivers, amendments, redemptions and Offers to Purchase.



     Section 2.16. Open Market Purchases. The Company and its Restricted Subsidiaries may at any time and from time to time purchase Notes
in the open market or otherwise.



43









 





ARTICLE 3

REDEMPTION; OFFERS TO PURCHASE




     Section 3.1. Right of Redemption. The Company may redeem all or any portion of the Notes of any series upon the terms and at
the Redemption Prices set forth in the Notes of such series. Any redemption or notice may, at the
Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including
the occurrence of a Change of Control or the completion of an Equity Offering. Any redemption
pursuant to this Section 3.1 shall be made pursuant to the provisions of this Article Three.



     Section 3.2. Notices to Trustee. If the Company elects to redeem Notes of any series pursuant to Section 3.1, it shall
notify the Trustee in writing of the Redemption Date, the principal amount of Notes of such series
to be redeemed and the paragraph of the Notes of such series pursuant to which the redemption will
occur.



     The Company shall give each notice to the Trustee provided for in this Section 3.2 at least
two Business Days before the date notice is mailed to the Holders pursuant to Section 3.4 unless
the Trustee consents to a shorter period or waives such notice requirement. Such notice shall be
accompanied by an Officer’s Certificate from the Company to the effect that such redemption will
comply with the conditions herein.



     Section 3.3. Selection of Notes to be Redeemed. If less than all of the Notes of any series are to be redeemed at any time, the Trustee
shall select Notes of such series for redemption as follows:




     (1) in compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed;




     (2) if the Notes are not so listed, on a pro rata basis, by lot or by such other method
as the Trustee deems fair and appropriate; or




     (3) otherwise in accordance with the procedures of DTC;


provided, however, that no such partial redemption shall reduce the portion of the
principal amount of a Note not redeemed to less than $2,000.




     The Trustee shall make the selection from the Notes of such series outstanding and not
previously called for redemption. The Trustee may select for redemption portions equal to $1,000
in principal amount or any integral multiple of $1,000 in excess thereof; provided,
however, that no such redemption shall reduce the portion of the principal amount of a Note
not redeemed to less than $2,000. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. The Trustee shall notify the
Company and the Registrar promptly in writing of the Notes or portions of Notes to be called for
redemption.



     Section 3.4. Notice of Redemption. (a) At least 30 days but not more than 60 days before a Redemption Date of Notes, the
Company shall (i) mail a notice of redemption by first-class mail to each Holder whose Notes are to
be redeemed at its registered address contained in



45









 




the Security Register or (ii) otherwise give notice of redemption to each Holder in accordance
with the procedures of DTC. The Company shall comply with the provisions of Section 12.2(b).




     (b) The notice shall identify the Notes to be redeemed (including CUSIP and ISIN numbers) and
shall state:



          (i) the Redemption Date or expected Redemption Date, as the case may be;



          (ii) the Redemption Price (or the formula by which the Redemption Price will be determined in
accordance with this Indenture) and the amount of accrued and unpaid interest, if any, to be paid
or expected to be paid; provided that if the notice does not include the actual Redemption
Price, the actual Redemption Price shall be set forth in an Officer’s Certificate delivered to the
Trustee no later than two Business Days prior to the Redemption Date or expected Redemption Date,
as applicable;



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



          (iv) that Notes called for redemption must be surrendered to the Paying Agent to collect the
Redemption Price plus accrued and unpaid interest, if any;



          (v) that, if any Note is being redeemed in part, the portion of the principal amount (equal to
$1,000 in principal amount or any integral multiple of $1,000 in excess thereof) of such Note to be
redeemed (provided that no such partial redemption shall reduce the portion of the
principal amount of a Note not redeemed to less than $2,000) and that, on and after the Redemption
Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed
portion thereof will be reissued;



          (vi) that, if any Note contains a CUSIP or ISIN number, no representation is being made as to
the correctness of such CUSIP or ISIN number either as printed on the Notes or as contained in the
notice of redemption and that reliance may be placed only on the other identification numbers
printed on the Notes;



          (vii) that, unless the Company defaults in making such redemption payment, interest on the
Notes (or portion thereof) called for redemption shall cease to accrue on and after the Redemption
Date; and



          (viii) the paragraph of the Notes pursuant to which the Notes called for redemption are being
redeemed.



     In addition, if such redemption, purchase or notice is subject to satisfaction of one or more
conditions precedent, as permitted by Section 3.1, such notice shall describe each such condition,
and if applicable, shall state that, in the Company’s discretion, the Redemption Date may be
delayed until such time as any or all such conditions shall be satisfied, or such redemption or
purchase may not occur and such notice may be rescinded in the event that any or all such
conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so
delayed.



46









 





     At the Company’s written request, the Trustee shall give a 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 notice and the other information required by this Section 3.4.



     Section 3.5. Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit or cause to be deposited with
the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate and hold
in trust) a sum in same day funds sufficient to pay the Redemption Price of and accrued and unpaid
interest on all Notes to be redeemed on that date other than Notes or portions of Notes called for
redemption that have previously been delivered by the Company to the Trustee for cancellation. The
Paying Agent shall return to the Company any money so deposited that is not required for that
purpose.



     Section 3.6. Payment of Notes Called for Redemption. If notice of redemption has been given in the manner provided herein, the Notes or portion
of Notes specified in such notice to be redeemed shall become due and payable on the Redemption
Date (unless the Company delays such Redemption Date or rescinds such notice of redemption, in each
case pursuant to a condition precedent specified in such notice of redemption) at the Redemption
Price stated therein, together with accrued and unpaid interest to such Redemption Date, and on and
after such date (unless the Company shall default in the payment of such Notes at the Redemption
Price and accrued and unpaid interest to the Redemption Date, in which case the principal, until
paid, shall bear interest from the Redemption Date at the rate prescribed in the Notes), such Notes
shall cease to accrue interest. Upon surrender of any Note for redemption in accordance with a
notice of redemption, such Note shall be paid and redeemed by the Company at the Redemption Price,
together with accrued and unpaid interest, if any, to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders registered as such at the close of business on the
relevant Record Date.



     Notice of redemption shall be deemed to be given when mailed or electronically transmitted,
whether or not the Holder receives the notice. In any event, failure to give such notice, or any
defect therein, shall not affect the validity of the proceedings for the redemption of Notes held
by Holders to whom such notice was properly given.



     Section 3.7. Notes Redeemed in Part. (a) Upon surrender of a Global Note that is redeemed in part, the Paying Agent shall
forward such Global Note to the Trustee who shall make a notation on the Security Register to
reduce the principal amount of such Global Note to an amount equal to the unredeemed portion of the
Global Note surrendered; provided, however, that each such Global Note shall be in
a principal amount at Stated Maturity of $2,000 or an integral multiple of $1,000 in excess
thereof.



     (b) Upon surrender and cancellation of a certificated Note that is redeemed in part, the
Company shall execute and the Trustee shall authenticate for the Holder (at the Company’s expense)
a new Note equal in principal amount to the unredeemed portion of the Note surrendered and
canceled; provided, however, that each such certificated Note shall be in a
principal amount at Stated Maturity of $2,000 or an integral multiple of $1,000 in excess thereof.



47









 





     Section 3.8. Mandatory Redemption. The Company shall not be required to make any mandatory redemption or sinking fund payments with
respect to the Notes.



48









 





ARTICLE 4

COVENANTS




     Section 4.1. Payment of Notes. The Company covenants and agrees for the benefit of the Holders that it shall duly and
punctually pay the principal of, premium, if any, and interest on the Notes on the dates and in the
manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest shall
be considered paid on the date due if on such date the Trustee or the Paying Agent (other than the
Company or any of its Affiliates) holds, in accordance with this Indenture, money sufficient to pay
all principal, premium, if any, and interest then due. If the Company or any of its Subsidiaries
acts as Paying Agent, principal, premium, if any, and interest shall be considered paid on the due
date if the entity acting as Paying Agent complies with Section 2.4.



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



     Section 4.2. Corporate Existence. Subject to Article Five, the Company and each Restricted Subsidiary shall do or cause to be
done all things necessary to preserve and keep in full force and effect their corporate,
partnership, limited liability company or other existence and the rights (charter and statutory),
licenses and franchises of the Company and each Restricted Subsidiary; provided,
however, that the Company shall not be required to preserve any such right, license or
franchise if the Board of Directors of the Company shall determine that the preservation thereof is
no longer desirable in the conduct of the business of the Company and the Restricted Subsidiaries
as a whole and that the loss thereof is not disadvantageous in any material respect to the Holders.



     Section 4.3. [Reserved].



     Section 4.4. [Reserved].



     Section 4.5. Statement as to Compliance. The Company shall deliver to the Trustee annually within 120 days after the end of each
fiscal year an Officer’s Certificate regarding compliance with this Indenture. Within 30 days of
becoming aware of any Default or Event of Default, the Company shall deliver to the Trustee an
Officer’s Certificate specifying such Default or Event of Default.



     Section 4.6. Change of Control. (a) Unless the Company has previously or concurrently mailed or otherwise given a
redemption notice with respect to all the outstanding Notes pursuant to Section 3.1, the Company
must commence, within 30 days of the occurrence of a Change of Control, and consummate, by the
Payment Date, an Offer to Purchase for all Notes then outstanding, at a purchase price in cash
equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid
interest thereon, to the date of repurchase, subject to the rights of Holders of Notes on the
relevant Record Date to receive interest due on the relevant Interest Payment Date.



     (b) The Company shall not be required to make an Offer to Purchase upon a Change of Control if
a third party makes the Offer to Purchase in the manner, at the times and otherwise



49









 




in compliance with the requirements set forth in this Indenture applicable to an Offer to
Purchase made by the Company and purchases all Notes validly tendered and not withdrawn under such
Offer to Purchase. Notwithstanding anything to the contrary herein, an Offer to Purchase may be
made in advance of a Change of Control and conditional upon such Change of Control if a definitive
agreement is in place with respect to the event constituting the Change of Control at the time of
making the Offer to Purchase.




     (c) The Company shall comply with 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 the
event that the Company is required to repurchase Notes pursuant to an Offer to Purchase. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of
this Indenture relating to an Offer to Purchase, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its obligations under such
provisions of this Indenture by virtue of such conflict.



     Section 4.7. Limitation on Asset Sales. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, consummate an
Asset Sale unless:




     (1) the Company (or the 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 or Equity Interests issued or sold or otherwise disposed of; and




     (2) at least 75% of the consideration therefor received by the Company or such
Restricted Subsidiary is in the form of:




     (i) cash or Cash Equivalents (including any Cash Equivalents received from the
conversion within 180 days of such Asset Sale of any securities, notes or other
obligations received in consideration of such Asset Sale);




     (ii) Replacement Assets;




     (iii) any liabilities of the Company or any Restricted Subsidiary as shown on
the Company’s or such Restricted Subsidiary’s most recent balance sheet (other than
contingent liabilities, Indebtedness that is by its terms subordinated in right of
payment to the Notes or any Note Guarantee and liabilities to the extent owed to the
Company or any Affiliate of the Company) that are assumed by the transferee of any
such assets or Equity Interests and for which the Company and all of the Restricted
Subsidiaries have been validly released by all creditors in writing;




     (iv) any Designated Non-cash Consideration received by the Company or such
Restricted Subsidiary in such Asset Sale having an aggregate fair market value,
taken together with all other Designated Non-cash Consideration received pursuant to
this clause (iv) that is at that time outstanding, not to exceed 3.0% of
Consolidated Total Assets at the time of the 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; or



50









 






     (v) any combination of the consideration specified in subclauses (i) to (iv)
above.



     (b) Within 365 days after the receipt of any Net Available Proceeds from an Asset Sale, the
Company or a Restricted Subsidiary, as the case may be, may apply an amount equal to such Net
Available Proceeds at its option:




     (1) to repay (A) Indebtedness secured by such assets or other assets, (B) Indebtedness
under the Credit Agreement and, if the Indebtedness repaid is revolving credit Indebtedness,
to correspondingly reduce commitments with respect thereto, (C) Indebtedness constituting
Pari Passu Indebtedness, in which case the Company shall equally and ratably reduce
Obligations under the Notes and any other Pari Passu Debt on a pro rata basis,
provided that all reductions of or offers to reduce Obligations under the Notes
shall be made as provided under paragraph 5 of the Notes of each series or through open
market purchases (to the extent such purchases are at or above 100% of the principal amount
thereof) or by making an offer (in accordance with the provisions set forth below for an
Offer to Purchase) to all Holders of Notes to purchase their Notes at 100% of the principal
amount thereof plus accrued and unpaid interest to the date of purchase, or (D) Indebtedness
of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the
Company or another Restricted Subsidiary);




     (2) to purchase Replacement Assets;




     (3) to make capital expenditures that are made or useful to be made in a Permitted
Business;




     (4) to make an Offer to Purchase as described below; or




     (5) any combination of the foregoing;



     provided that if during such 365-day period the Company or such Restricted Subsidiary
enters into a definitive binding agreement committing it to apply such Net Available Proceeds in
accordance with the requirements of subclause (2) or (3) of this clause (b) after such 365-day
period, such 365-day period shall be extended with respect to the amount of Net Available Proceeds
so committed for a period not to exceed 180 days until such Net Available Proceeds are required to
be applied in accordance with such agreement (or, if earlier, until termination of such agreement).



     (c) The amount of such Net Available Proceeds required to be applied as set forth in clause
(b) of this Section 4.7 and not applied as so required shall constitute “Excess Proceeds.” If, as
of the first day of any calendar month, the aggregate amount of Excess Proceeds totals at least
$75.0 million, the Company must make, not later than the fifteenth Business Day of such month, an
Offer to Purchase to all Holders of Notes and, if required by the terms of any Pari Passu Debt, all
holders of such Pari Passu Debt, to purchase the maximum principal amount of Notes and such other
Pari Passu Debt that may be purchased out of the Excess Proceeds. The offer price in any such Offer
to Purchase shall be equal to 100% of the principal amount of the Notes and such other Pari Passu
Debt plus accrued and unpaid interest to the date of purchase (or, in respect of such Pari Passu
Debt, such lesser price as may be provided by the terms of such



51









 




Pari Passu Debt), subject to the rights of Holders of Notes on the relevant Record Date to
receive interest on the relevant Interest Payment Date, and shall be payable in cash. To the extent
that any Excess Proceeds remain after consummation of an Offer to Purchase pursuant to this Section
4.7, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture, and those Excess Proceeds shall no longer constitute “Excess Proceeds.”




     (d) Pending the final application of the Net Available Proceeds pursuant to this Section 4.7,
the holder of such Net Available Proceeds may apply such Net Available Proceeds to temporarily
reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net
Available Proceeds in any manner not prohibited by this Indenture.



     (e) The Company shall comply with 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 the
event that the Company is required to repurchase Notes pursuant to an Offer to Purchase. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of
this Indenture relating to an Offer to Purchase, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its obligations under such
provisions of this Indenture by virtue of such conflict.



     Section 4.8. Suspension of Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date (such date, a “Suspension Date”):




     (1) the Notes are rated Investment Grade by both of the Rating Agencies; and




     (2) no Default or Event of Default shall have occurred and be continuing (other than
with respect to the Sections specifically listed in subclauses (i) to (vii) below),



     then, beginning on that day and subject to the provisions of clause (b) below, the Sections
and portions thereof specifically listed in subclauses (i) to (vii) below shall be suspended:




     (i) Section 4.7;




     (ii) Section 4.9;



     (iii) Section 4.10;



     (iv) Section 4.12;




     (v) Section 4.13;




     (vi) Section 4.14; and




     (vii) subclause (1) of clauses (a) and (b) of Section 5.1 (to the extent that a Default
or an Event of Default exists by reason of one or more of the Sections specifically listed
in this clause (a)) and subclause (3) of clause (a) of Section 5.1.



     (b) Notwithstanding clause (a) above, if the rating assigned by any of the Rating Agencies
should subsequently decline to below Investment Grade, the Sections and portions



52









 




thereof listed in subclauses (i) to (vii) of clause (a) above shall be reinstated with respect
to future events as of and from the date of such rating decline (the “Reversion Date”). The
period of time between the Suspension Date and the Reversion Date is the “Suspension
Period.” Any actions taken, or omitted to be taken, during the Suspension Period that would
have been prohibited had the Sections and portions thereof listed in subclauses (i) to (vii) of
clause (a) above been in effect during the Suspension Period shall not form the basis for a Default
or an Event of Default; provided that (1) with respect to Restricted Payments made on or
after any Reversion Date, the amount of Restricted Payments made shall be calculated as though
Section 4.9 had been in effect prior to and throughout the Suspension Period, and accordingly all
Restricted Payments made during the Suspension Period shall be allocated to clause (a) or one of
the subclauses of clause (b) of Section 4.9 to the extent available, and any remaining balance
shall be debited against the amount pursuant to the second subclause (3) of such clause (a) (except
that no Default or Event of Default shall be deemed to have occurred solely by reason of a
Restricted Payment made while Section 4.9 was suspended), and (2) on the Reversion Date, all
Indebtedness incurred during the Suspension Period shall be deemed to have been incurred or issued
pursuant to clause (a) or one or more of the subclauses of clause (b) of Section 4.10, and to the
extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.10, such
Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified
as permitted under Section 4.10(b)(2).




     (c) For purposes of Section 4.7, on the Reversion Date, the unutilized Excess Proceeds amount
shall be reset to zero.



     (d) During any period that the Sections and portions thereof listed in subclauses (i) to (vii)
of clause (a) above have been suspended, the Company’s Board of Directors shall not designate any
of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.14 or the definition of
“Unrestricted Subsidiary” set forth in Section 1.1. The Company shall provide written notice to the
Trustee of the occurrence of any Suspension Date or Reversion Date.



     Section 4.9. Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, take any of the following actions (each, a “Restricted Payment”):




     (1) declare or pay any dividend or make any other payment or distribution on account of
any of the Company’s or any Restricted Subsidiary’s Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving the Company
or any Restricted Subsidiary) or to the direct or indirect holders of the Company’s or any
Restricted Subsidiary’s Equity Interests in their capacity as such other than:




     (i) dividends, payments or distributions in Equity Interests (other than
Disqualified Stock) of the Company;




     (ii) dividends, payments or distributions by a Restricted Subsidiary so long
as, in the case of any dividend, payment or distribution payable on account of any
Equity Interests issued by a Restricted Subsidiary other than a Wholly Owned
Restricted Subsidiary, the Company or a Restricted Subsidiary receives at



53









 






least its pro rata share of such dividend, payment or distribution in
accordance with its Equity Interests in such Equity Interests; or




     (iii) dividends, payments or distributions payable to the Company or a
Restricted Subsidiary;




     (2) purchase, redeem or otherwise acquire or retire for value (including, without
limitation, in connection with any merger or consolidation involving the Company or any
Restricted Subsidiary) any Equity Interests of the Company held by any Person (other than by
a Restricted Subsidiary);




     (3) call for redemption or make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value, prior to the Stated Maturity thereof, any
Indebtedness that is contractually subordinated in right of payment to the Notes or any Note
Guarantee except (A) in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of such payment,
purchase or other acquisition or (B) intercompany Indebtedness permitted to be incurred
pursuant to Section 4.10(b)(6); or




     (4) make any Investment (other than a Permitted Investment) in any Person,


unless, at the time of and after giving pro forma effect to such Restricted Payment:





     (1) no Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof; and




     (2) the Company could Incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in clause (a) of Section 4.10; and




     (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and the Restricted Subsidiaries after the Issue Date (excluding
Restricted Payments permitted by subclauses (1), (2), (3), (4), (5), (6) and (7) of clause
(b) of this Section 4.9), is less than the sum, without duplication, of:




     (i) 50% of the Consolidated Net Income on a cumulative basis during the period
(taken as one accounting period) beginning on the first day of the first fiscal
quarter during which the Issue Date occurs and ending on the last day of the
Company’s last fiscal quarter ending prior to the date of such proposed Restricted
Payment for which internal financial statements are available (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such deficit),
plus




     (ii) 100% of the aggregate net cash proceeds received by the Company since the
Issue Date as a contribution to its common equity capital or from the issue or sale
of Equity Interests (other than Disqualified Stock) of the Company and the amount of
reduction of Indebtedness of the Company or its Restricted Subsidiaries that has
been converted into or exchanged for such Equity Interests



54









 






(other than Equity Interests sold to, or Indebtedness held by, a Subsidiary of
the Company), plus




     (iii) with respect to Investments (other than Permitted Investments) made by
the Company and the Restricted Subsidiaries after the Issue Date, an amount equal to
the net reduction in such Investments in any Person (except, in each case, to the
extent any such amount is included in the calculation of Consolidated Net Income),
resulting from (A) repayment to the Company or any Restricted Subsidiary of loans or
advances, (B) repurchases and redemptions of such Investments from the Company or
its Restricted Subsidiaries, (C) the receipt of net cash proceeds from the sale or
other transfer of any such Investment, (D) the release of any Guarantee (except to
the extent any amounts are paid under such Guarantee) or (E) redesignations of
Unrestricted Subsidiaries as Restricted Subsidiaries.



     (b) The preceding provisions shall not prohibit, so long as, in the case of subclauses (7),
(8), (9), (10) and (11) below, no Default has occurred and is continuing or would be caused
thereby:




     (1) the payment of any dividend within 60 days after the date of declaration thereof,
if at said date of declaration such payment would have complied with the provisions of this
Indenture, and the redemption of any Indebtedness that is subordinated in right of payment
to the Notes or any Note Guarantees within 60 days after the date on which notice of such
redemption was given, if at said date of the giving of such notice, such redemption would
have complied with the provisions of this Indenture;




     (2) any Restricted Payment constituting part of the Transactions;




     (3) any Restricted Payment in exchange for, or out of the net cash proceeds of a
substantially concurrent contribution to the common equity of the Company or a substantially
concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests (other than
Disqualified Stock) of the Company; provided that the amount of any such net cash
proceeds that are utilized for such Restricted Payment shall be excluded from clause
(a)(3)(ii) of this Section 4.9;




     (4) the redemption, repurchase, defeasance or other acquisition or retirement for value
of Indebtedness that is subordinated in right of payment to the Notes or the Note Guarantees
in exchange for, or with the net cash proceeds from a substantially concurrent Incurrence
(other than to a Subsidiary of the Company) of, Permitted Refinancing Indebtedness;




     (5) repurchases of Equity Interests in a cashless transaction deemed to occur upon
exercise or vesting of restricted stock, stock options or warrants;




     (6) the payment of cash in lieu of fractional Equity Interests pursuant to the exchange
or conversion of any exchangeable or convertible securities;



55









 






     (7) the repurchase, retirement or other acquisition or retirement for value of Equity
Interests of the Company or any direct or indirect parent company of the Company held by any
future, present or former employee, director, manager or consultant of the Company, any of
its Subsidiaries or any direct or indirect parent company of the Company pursuant to any
management equity plan or stock option plan or any other management or employee benefit plan
or agreement, or any stock subscription or shareholder agreement (including, for the
avoidance of doubt, any principal and interest payable on any notes issued by the Company or
any direct or indirect parent company of the Company in connection with such repurchase,
retirement or other acquisition), including any Equity Interests rolled over by management
of the Company or any direct or indirect parent company of the Company in connection with
the Transactions; provided that the aggregate Restricted Payments made under this
subclause (7) do not exceed in any calendar year $12.5 million (with unused amounts in any
calendar year being carried over to succeeding calendar years subject to a maximum (without
giving effect to the following proviso) of $20.0 million in any calendar year);
provided further that such amount in any calendar year may be increased by
an amount not to exceed: (A) the cash proceeds from the sale of Equity Interests of the
Company and, to the extent contributed to the Company, the cash proceeds from the sale of
Equity Interests of any direct or indirect parent company of the Company, in each case to
any future, present or former employees, directors, managers or consultants of the Company,
any of its Subsidiaries or any direct or indirect parent company of the Company that occurs
after the Issue Date, plus (B) the cash proceeds of key man life insurance policies received
by the Company and the Restricted Subsidiaries after the Issue Date, less (C) the amount of
any Restricted Payments previously made pursuant to subclauses (A) and (B) of this subclause
(7); and provided further that cancellation of Indebtedness owing to the
Company or any Restricted Subsidiary from any future, present or former employees,
directors, managers or consultants of the Company, any direct or indirect parent company of
the Company or any Restricted Subsidiary in connection with a repurchase of Equity Interests
of the Company or any direct or indirect parent company of the Company shall not be deemed
to constitute a Restricted Payment under this Section 4.9 or any other provision of this
Indenture;




     (8) any Restricted Payments in an aggregate amount not to exceed, together with any
Restricted Payments made in the applicable fiscal year under the second subclause (3) of
clause (a) above, (A) for the fiscal year ending December 31, 2011, $45.0 million, (B)
$145.0 million for the fiscal year ending December 31, 2012, (C) the greater of $175.0
million and 1.5% of Consolidated Total Assets for the fiscal year ending December 31, 2013,
(D) the greater of $180.0 million and 1.5% of Consolidated Total Assets for the fiscal year
ending December 31, 2014, (E) the greater of $190.0 million and 1.6% of Consolidated Total
Assets for the fiscal year ending December 31, 2015, and (F) the greater of $215.0 million
and 1.8% of Consolidated Total Assets for the fiscal year ending December 31, 2016 and each
fiscal year thereafter; provided, however, that if the amount of Restricted
Payments is less than the amount permitted under this subclause (8) in the applicable fiscal
year (any such amount, the “Unused Amount”), the Unused Amount may be carried
forward for such payments permitted hereunder in the immediately succeeding two fiscal
years; and provided, further, to the extent any such



56









 






Unused Amount is carried forward to subsequent years, it shall be deemed used in the
applicable subsequent fiscal year before the amount provided above for such fiscal year;




     (9) any Restricted Payment in cash; provided that, at the time such Restricted
Payment is made and after giving pro forma effect thereto, the Net Total Leverage Ratio
would be no greater than 2.50 to 1.00;




     (10) the declaration and payment of dividends to holders of any class or series of
Disqualified Stock of the Company or any Restricted Subsidiary, or Preferred Stock of a
Restricted Subsidiary, in each case issued in accordance with Section 4.10 and
provided that such dividends constitute “Fixed Charges”; and




     (11) other Restricted Payments in an aggregate amount not to exceed $50.0 million since
the Issue Date.



     The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the
date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued
to or by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment.



     Section 4.10. Limitation on Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur any
Indebtedness, and the Company shall not issue any Disqualified Stock and shall not permit any
Restricted Subsidiary to issue any Disqualified Stock or Preferred Stock; provided,
however, that the Company may Incur Indebtedness or issue Disqualified Stock, and any
Restricted Subsidiary may Incur Indebtedness, issue Disqualified Stock or Preferred Stock if, after
giving effect to the Incurrence of such Indebtedness or the issuance of such Disqualified Stock or
Preferred Stock and the receipt and application of the proceeds therefrom, the Fixed Charge
Coverage Ratio for the Company’s most recently ended four fiscal quarters for which internal
financial statements are available immediately preceding the date on which such additional
Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at
least 2.00 to 1.00; provided, further, that the aggregate amount of Indebtedness
Incurred, and Disqualified Stock or Preferred Stock issued, pursuant to this clause by Restricted
Subsidiaries that are not Guarantors shall not exceed, together with any Indebtedness Incurred, and
Disqualified Stock or Preferred Stock issued, pursuant to clause (b)(13) of this Section 4.10 by
Restricted Subsidiaries that are not Guarantors, $350.0 million outstanding at any one time.



     (b) Clause (a) of this Section 4.10 shall not prohibit the Incurrence of any of the following
items of Indebtedness (collectively, “Permitted Debt”):




     (1) Indebtedness of the Company or any Restricted Subsidiary under Credit Facilities in
an aggregate amount at any one time outstanding pursuant to this subclause (1) not to exceed
$3,730.0 million, less the aggregate amount of all proceeds from Asset Sales applied by the
Company or any Restricted Subsidiary to permanently repay any such Indebtedness pursuant to
Section 4.7;




     (2) Existing Indebtedness;



57









 






     (3) Indebtedness of the Company and the Guarantors represented by the Notes (other than
Additional Notes) and the related Note Guarantees;




     (4) Indebtedness of the Company or any Restricted Subsidiary represented by Capital
Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred
for the purpose of financing all or any part of the purchase price or cost of construction
or improvement of property, plant or equipment used in the business of the Company or such
Restricted Subsidiary (including any reasonably related fees or expenses Incurred in
connection with such acquisition, construction or improvement), in an aggregate amount,
including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace
any Indebtedness Incurred pursuant to this subclause (4), not to exceed $125.0 million at
any time outstanding;




     (5) Permitted Refinancing Indebtedness of the Company or any Restricted Subsidiary
Incurred in exchange for, or the net cash proceeds of which are used to refund, refinance or
replace Indebtedness, Disqualified Stock or Preferred Stock that was permitted by this
Indenture to be Incurred under clause (a) of this Section 4.10 or subclauses (2), (3), (4),
(5), (13) or (14) of this clause (b);




     (6) Indebtedness of the Company or any Restricted Subsidiary owing to and held by the
Company or any Restricted Subsidiary; provided, however, that:




     (i) if the Company or any Guarantor is the obligor on such Indebtedness, such
Indebtedness must be unsecured and expressly subordinated in right of payment to the
prior payment in full in cash of all Obligations with respect to the Notes, in the
case of the Company, or the Note Guarantee, in the case of a Guarantor; and




     (ii) any event that results in any such Indebtedness being held by a Person
other than the Company or a Restricted Subsidiary (except for any pledge of such
Indebtedness constituting a Permitted Lien until the pledgee commences actions to
forclose on such Indebtedness) shall be deemed to constitute an Incurrence of such
Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that
was not permitted by this subclause (6);




     (7) Indebtedness of the Company or any Restricted Subsidiary under Hedging Obligations
that are Incurred for the purpose of fixing, limiting, managing, hedging or swapping
interest rate, commodity price or foreign currency exchange rate risk (or to reverse or
amend any such agreements previously made for such purposes), and not for speculative
purposes;




     (8) Indebtedness of the Company or any Restricted Subsidiary arising from agreements
providing for indemnification, adjustment of purchase price or similar obligations, or
Guarantees or letters of credit, surety bonds or performance bonds securing any obligations
of the Company or any Restricted Subsidiary pursuant to such agreements, in any case
Incurred in connection with the disposition of any business, assets or Capital Stock of a
Restricted Subsidiary (other than Guarantees of Indebtedness



58









 






Incurred by any Person acquiring all or any portion of such business, assets or Capital
Stock of a Restricted Subsidiary for the purpose of financing such acquisition), so long as
the amount does not exceed the gross proceeds actually received by the Company or any
Restricted Subsidiary in connection with such disposition;




     (9) Indebtedness of the Company or any Restricted Subsidiary arising from the honoring
by a bank or other financial institution of a check, draft or similar instrument drawn
against insufficient funds in the ordinary course of business, provided,
however, that such Indebtedness is extinguished within five Business Days of its
Incurrence;




     (10) Indebtedness of the Company or any Restricted Subsidiary constituting
reimbursement obligations with respect to letters of credit issued in the ordinary course of
business, including letters of credit in respect of workers’ compensation claims, health,
disability or other employee benefits or property, casualty or liability insurance or
self-insurance or other Indebtedness with respect to reimbursement obligations regarding
workers’ compensation claims; provided that, upon the drawing of such letters of
credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30
days following such drawing or Incurrence;




     (11) Indebtedness in connection with the issuance of one or more performance bonds
securing obligations of the type set forth in clauses (13) and (14) of the definition of
“Permitted Liens” in Section 1.1;




     (12) Indebtedness of the Company or any Restricted Subsidiary to the extent the net
cash proceeds thereof are promptly deposited to defease or to satisfy and discharge the
Notes pursuant to Sections 8.1 to 8.4 or Section 8.5;




     (13) additional Indebtedness, Disqualified Stock or Preferred Stock of the Company or
any Restricted Subsidiary in an aggregate amount at any one time outstanding, including all
Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness
Incurred pursuant to this subclause (13), not to exceed an amount equal to the greater of
$500.0 million and 4.3% of Consolidated Total Assets; provided that the aggregate
amount of Indebtedness Incurred, and Disqualified Stock or Preferred Stock issued, pursuant
to this subclause (13) by Restricted Subsidiaries that are not Guarantors shall not exceed,
together with any Indebtedness Incurred, and Disqualified Stock or Preferred Stock issued,
pursuant to clause (a) of this Section 4.10 by Restricted Subsidiaries that are not
Guarantors, $350.0 million outstanding at any one time;




     (14) Indebtedness, Disqualified Stock or Preferred Stock of any Person that is acquired
by or merged into the Company or any Restricted Subsidiary in accordance with the terms of
this Indenture; provided that such Indebtedness, Disqualified Stock or Preferred
Stock was not Incurred or issued, as applicable, in connection with, or in contemplation of,
such acquisition or merger; provided, further, that, in each case, after giving
effect to such acquisition or merger, either: (a) the Company would be permitted to Incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage



59









 






Ratio test set forth in clause (a) of this Section 4.10, or (b) the Fixed Charge
Coverage Ratio is equal to or greater than immediately prior to such acquisition or merger;




     (15) Cash Management Obligations; and




     (16) Indebtedness of the Company or any Restricted Subsidiary pursuant to letters of
credit in an amount not to exceed $40.0 million outstanding at any one time.



     (c) For purposes of determining compliance with this Section 4.10, in the event that any
proposed Indebtedness meets the criteria of more than one of the categories of Permitted
Indebtedness described in subclauses (1) through (16) of clause (b) above, or is entitled to be
Incurred pursuant to clause (a) of this Section 4.10, the Company shall be permitted to classify,
and may later reclassify, such item of Indebtedness or a part thereof in any manner that complies
with this Section 4.10. Notwithstanding the foregoing, Indebtedness under the Credit Agreement
outstanding on the Issue Date shall be deemed to have been Incurred on such date in reliance on the
exception provided by subclause (1) of clause (b) above. Accrual of interest, the accretion of
accreted value and the payment of interest in the form of additional Indebtedness shall not be
deemed to be an Incurrence of Indebtedness for purposes of this Section 4.10.



     (d) For purposes of determining compliance with any U.S. dollar restriction on the incurrence
of Indebtedness where the Indebtedness incurred is denominated in a different currency, the amount
of such Indebtedness shall be the U.S. Dollar Equivalent determined on the date of the incurrence
of such Indebtedness; provided that if such Indebtedness is incurred to refinance other
Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable
U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange
rate in effect on the date of such refinancing, such U.S. 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. The maximum amount of
Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this Section
4.10 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a
result of fluctuations in the exchange rate of currencies.



     (e) 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 4.11. Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, create, incur,
assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than
Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, which Lien
is securing Indebtedness, unless all payments due under this Indenture and the Notes or Note
Guarantees are secured by a Lien on such property or assets on an equal and ratable basis with the
obligations so secured (or, in the case of Indebtedness subordinated to the Notes or the related
Note Guarantees, senior in priority thereto, with the same relative priority as the Notes will have
with respect to such subordinated Indebtedness) until such time as such obligations are no longer
secured by a Lien.



60









 






     Section 4.12. Limitation on Dividends and Other Payment Restrictions Affecting Restricted
Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create or permit to exist or become effective any consensual encumbrance or restriction
on the ability of any Restricted Subsidiary to:




     (1) pay dividends or make any other distributions on its Capital Stock (or with respect
to any other interest or participation in, or measured by, its profits) to the Company or
any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in
receiving dividends or liquidating distributions prior to dividends or liquidating
distributions being paid on Common Stock shall not be deemed a restriction on the ability to
make distributions on Capital Stock);




     (2) pay any Indebtedness or other obligations owed to the Company or any Restricted
Subsidiary;




     (3) make loans or advances to the Company or any Restricted Subsidiary (it being
understood that the subordination of loans or advances made to the Company or any Restricted
Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall
not be deemed a restriction on the ability to make loans or advances); or




     (4) transfer any of its properties or assets to the Company or any Restricted
Subsidiary.



     (b) The restrictions in clause (a) of this Section 4.12 shall not apply to encumbrances or
restrictions:




     (1) existing under, by reason of or with respect to the Credit Agreement as in effect
on the Issue Date, Existing Indebtedness or any other agreements in effect on the Issue Date
and any amendments, modifications, restatements, renewals, extensions, supplements,
refundings, replacements or refinancings thereof, provided that the encumbrances and
restrictions in any such amendments, modifications, restatements, renewals, extensions,
supplements, refundings, replacements or refinancings, taken as a whole, are not materially
more restrictive than those contained in the Credit Agreement, Existing Indebtedness or such
other agreements, as the case may be, as in effect on the Issue Date;




     (2) set forth in this Indenture, the Notes and the Note Guarantees and any amendments,
modifications, restatements, renewals, extensions, supplements, refundings, replacements or
refinancings thereof, provided that the encumbrances and restrictions in any such
amendments, modifications, restatements, renewals, extensions, supplements, refundings,
replacements or refinancings, taken as a whole, are not materially more restrictive than
those contained in this Indenture, the Notes or the Note Guarantees, as the case may be, as
in effect on the Issue Date;




     (3) existing under or by reason of applicable law, rule, regulation or order;



61









 






     (4) with respect to any Person or the property or assets of a Person acquired
(including by way of merger or consolidation) by the Company or any Restricted Subsidiary
existing at the time of such acquisition and not incurred in connection with or in
contemplation of such acquisition, which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the property or
assets of the Person, so acquired, and any amendments, modifications, restatements,
renewals, extensions, supplements, refundings, replacements or refinancings thereof,
provided that the encumbrances and restrictions in any such amendments,
modifications, restatements, renewals, extensions, supplements, refundings, replacements or
refinancings, taken as a whole, are not materially more restrictive than those in effect on
the date of the acquisition;




     (5) under secured Indebtedness that limit the right of the debtor to dispose of the
assets securing such Indebtedness that is otherwise permitted to be incurred pursuant to
Sections 4.10 and 4.11;




     (6) that restrict in a customary manner the subletting, assignment or transfer of any
property or asset, including intellectual property, that is a lease, license, conveyance or
contract or similar property or asset;




     (7) existing by virtue of any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary
not otherwise prohibited by this Indenture;




     (8) arising or agreed to in the ordinary course of business, not relating to any
Indebtedness, and that do not, individually or in the aggregate, detract from the value of
property or assets of the Company or any Restricted Subsidiary in any manner material to the
Company or any Restricted Subsidiary;




     (9) existing under, by reason of or with respect to any agreement for the sale or other
disposition of all or substantially all of the Capital Stock of, or property and assets of,
a Restricted Subsidiary that restrict distributions or transfer by that Restricted
Subsidiary pending such sale or other disposition;




     (10) on cash or other deposits or net worth, which encumbrances or restrictions are
imposed by customers or suppliers or required by insurance, surety or bonding companies, in
each case, under contracts entered into in the ordinary course of business;




     (11) arising from customary provisions in joint venture agreements and other similar
agreements relating solely to joint ventures;




     (12) purchase money obligations for property acquired and Capital Lease Obligations
that impose restrictions of the nature discussed in subclause (4) of clause (a) of this
Section 4.12 on the property so acquired;




     (13) arising or existing by reason of applicable law or any applicable rule, regulation
or order;



62









 






     (14) restrictions created in connection with any receivables financing permitted
pursuant to Section 4.10(b)(1) that, in the good faith determination of the Board of
Directors of the Company, are necessary or advisable to effect such receivables financing;
and




     (15) existing pursuant to provisions in instruments governing other Indebtedness
permitted to be Incurred after the Issue Date; provided that (i) such provisions are
customary for instruments of such type and (ii) the Company determines in good faith that
such restrictions will not materially adversely impact the ability of the Company to make
required principal and interest payments on the Notes.



     Section 4.13. Limitation on Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew
or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or
for the benefit of, any of their Affiliates (each, an “Affiliate Transaction”) involving
aggregate payments or consideration in excess of $50.0 million, unless:




     (1) such Affiliate Transaction is on terms that are not materially less favorable to
the Company or the relevant Restricted Subsidiary than those that would have been obtained
in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a
Person that is not an Affiliate of the Company or any Restricted Subsidiary; and




     (2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate payments or consideration in
excess of $75.0 million, a Board Resolution set forth in an Officer’s Certificate certifying
that such Affiliate Transaction or series of related Affiliate Transactions complies with
this Section 4.13 and that such Affiliate Transaction or series of related Affiliate
Transactions has been approved by a majority of the Disinterested Members, if any.



     (b) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall
not be subject to the provisions of clause (a) of this Section 4.13:




     (1) transactions between or among the Company and/or its Restricted Subsidiaries;




     (2) Restricted Payments that are permitted by Section 4.9 and the definition of
“Permitted Investments” set forth in Section 1.1;




     (3) any issuance or sale of Equity Interests (other than Disqualified Stock) of the
Company;




     (4) transactions pursuant to agreements or arrangements in effect on the Issue Date and
described in the Offering Memorandum, or any amendment, modification, or supplement thereto
or replacement thereof, as long as such agreement or arrangement, as



63









 






so amended, modified, supplemented or replaced, taken as a whole, is not materially
more disadvantageous to the Company and the Restricted Subsidiaries than the agreement or
arrangement in existence on the Issue Date;




     (5) overhead costs and other ordinary course allocations of costs and services on a
reasonable basis;




     (6) allocations of tax liabilities and other tax related items among the Company and
its Affiliates based principally upon the financial income, taxable income, credits and
other amounts directly related to the respective parties, to the extent that the share of
such liabilities and other items allocable to the Company and its Restricted Subsidiaries
shall not exceed the amount that such Persons would have been responsible for as a direct
taxpayer;




     (7) payment of reasonable and customary fees to, and reasonable and customary
indemnification arrangements and similar payments on behalf of, directors of the Company or
any Subsidiary thereof;




     (8) any employment, consulting, service or termination agreement, or reasonable and
customary indemnification arrangements, entered into by the Company or any Restricted
Subsidiary with officers and employees of the Company or any Subsidiary thereof and the
payment of compensation to officers and employees of the Company or any Subsidiary thereof
(including amounts paid pursuant to employee benefit plans, employee stock option or similar
plans);




     (9) any transaction with respect to which the Company or any of its Restricted
Subsidiaries, as the case may be, delivers to the Trustee an opinion issued by an
independent accounting, appraisal or investment banking firm of national standing stating
that such transaction or series of related transactions is fair to the Company or such
Restricted Subsidiary from a financial point of view;




     (10) transactions with customers, clients, suppliers, or purchasers or sellers of goods
or services, in each case in the ordinary course of business and otherwise in compliance
with the terms of this Indenture which are fair to the Company and its Restricted
Subsidiaries, in the reasonable determination of senior management of the Company, or are on
terms at least as favorable as might reasonably have been obtained at such time from an
unaffiliated party; and




     (11) any transaction that is effected as part of a receivables financing permitted
pursuant to Section 4.10(b)(1) which is fair to the Company and its Restricted Subsidiaries,
in the reasonable determination of senior management of the Company.



     Section 4.14. Designation of Unrestricted and Restricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary; provided that:




     (1) such Subsidiary has no Indebtedness other than Non-Recourse Debt;



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     (2) the aggregate Fair Market Value of all outstanding Investments owned by the Company
and the Restricted Subsidiaries in the Subsidiary being so designated (including any
Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such
Subsidiary) shall be deemed to be an Investment made as of the time of such designation and
that such Investment would be permitted under Section 4.9;




     (3) such Subsidiary does not hold any Capital Stock or Indebtedness of, or own or hold
any Lien on any property or assets of, or have any Investment in, the Company or any
Restricted Subsidiary;




     (4) the Subsidiary being so designated:




     (i) is not party to any agreement, contract, arrangement or understanding with
the Company or any Restricted Subsidiary unless the terms of any such agreement,
contract, arrangement will be permitted under Section 4.13;




     (ii) is a Person with respect to which neither the Company nor any Restricted
Subsidiary has any direct or indirect obligation (A) to subscribe for additional
Equity Interests or (B) to maintain or preserve such Person’s financial condition or
to cause such Person to achieve any specified levels of operating results; and




     (iii) has not Guaranteed or otherwise directly or indirectly provided credit
support for any Indebtedness of the Company or any Restricted Subsidiary, except to
the extent such Guarantee or credit support would be released upon such designation;
and




     (5) no Default or Event of Default would be in existence following such designation.



     (b) The Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that:




     (1) such designation shall be deemed to be an Incurrence of Indebtedness by a
Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and
such designation shall only be permitted if such Indebtedness is permitted under Section
4.10;




     (2) all Liens upon property or assets of such Unrestricted Subsidiary existing at the
time of such designation would be permitted under Section 4.11; and




     (3) no Default or Event of Default would be in existence following such designation.



     (c) Any designation shall be evidenced to the Trustee by filing with the Trustee the Board
Resolution giving effect to such designation and an Officer’s Certificate certifying that such
designation complied with the conditions of this Section 4.14 (as applicable) and was permitted by
this Indenture.



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     (d) As of the Issue Date, all of the Company’s Subsidiaries shall be Restricted Subsidiaries.



     Section 4.15. Reports to Holders. (a) Notwithstanding that the Company may not be subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, if not filed electronically with the Commission through
the Commission’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor
system), the Company shall furnish to the Trustee and, upon request, to Holders of Notes,
beneficial owners of the Notes and prospective investors that certify to the reasonable
satisfaction of the Company that they are “qualified institutional buyers” (within the meaning of
Rule 144A under the Securities Act) or otherwise eligible to hold the Notes copies of all of the
information and reports referred to in subclauses (1) and (2) below within the time periods
specified in the Commission’s rules and regulations:




     (1) all quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were
required to file such Forms, including a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and, with respect to the annual information only, a
report on the annual financial statements by the Company’s certified independent
accountants; and




     (2) all current reports that would be required to be filed with the Commission on Form
8-K if the Company were required to file such reports, in each case in a manner that
complies in all material respects with the requirements specified with respect to such
information and reports in such forms; provided that (A) the information or reports
referenced in subclauses (1) and (2) above shall not be required to contain the separate
financial information with respect to any subsidiary of the Company contemplated by Rule
3-10 or Rule 3-16 of Regulation S-X promulgated under the Exchange Act and (B) nothing
contained in this Indenture shall otherwise require the Company to comply with the
provisions of the Sarbanes-Oxley Act of 2002 at any time when it would not otherwise be
subject to such statute.



     (b) In lieu of furnishing the information or reports specified in subclauses (1) and (2) of
clause (a) above to the Trustee or, upon request, to Holders of Notes, beneficial owners of the
Notes and prospective investors that certify to the reasonable satisfaction of the Company that
they are “qualified institutional buyers” (within the meaning of Rule 144A under the Securities
Act) or otherwise eligible to hold the Notes (if such information and reports are not filed
electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis,
and Retrieval System (or any successor system)), the Company may post copies of such information or
reports on a non-public website to which access is given to the Trustee, Holders of Notes, any
beneficial owner of the Notes and prospective investors that certify to the reasonable satisfaction
of the Company that they are “qualified institutional buyers” (within the meaning of Rule 144A
under the Securities Act) or otherwise eligible to hold the Notes.



     (c) If the Company has designated as Unrestricted Subsidiaries any of its Subsidiaries that is
a Significant Subsidiary or that, when taken together with all other Unrestricted Subsidiaries,
would be a Significant Subsidiary, then the quarterly and annual financial information required by
this Section 4.15 shall include a reasonably detailed presentation, either



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on the face of the financial statements or in the footnotes thereto, and in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” of the financial
condition and results of operations of the Company and the Restricted Subsidiaries separate from
the financial condition and results of operations of the Unrestricted Subsidiaries.




     (d) Notwithstanding clauses (a) to (c) of this Section 4.15, if any direct or indirect parent
of the Company becomes a Guarantor (there being no obligation of any such parent to do so), the
reports, information and other documents required to be filed and provided as described above may
be those of such parent, rather than those of the Company.



     (e) For so long as any Notes remain outstanding, the Company shall furnish to the Holders of
Notes, beneficial owners of Notes and to prospective investors that certify to the reasonable
satisfaction of the Company that they are “qualified institutional buyers” (within the meaning of
Rule 144A under the Securities Act), upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.



     Section 4.16. Payment of Taxes and Other Claims. The Company shall pay or discharge and shall cause each of its Restricted Subsidiaries to
pay or discharge, or cause to be paid or discharged, before the same shall become delinquent (a)
all material taxes, assessments and governmental charges levied or imposed upon (i) the Company or
any such Restricted Subsidiary, (ii) the income or profits of any such Restricted Subsidiary which
is a corporation or (iii) the property of the Company or any such Restricted Subsidiary and (b) all
material lawful claims for labor, materials and supplies that, if unpaid, might by law become a
lien upon the property of the Company or any such Restricted Subsidiary; provided,
however, that the Company shall not be required to pay or discharge, or cause to be paid or
discharged, any such tax, assessment, charge or claim the amount, applicability or validity of
which is being contested in good faith by appropriate proceedings and for which adequate reserves
have been established or where the failure to effect such payment or discharge is not adverse in
any material respect to the Holders of the Notes.



     Section 4.17. Future Note Guarantees. The Company shall not permit any Domestic Subsidiary to Guarantee any obligations under the
Credit Agreement unless such Domestic Subsidiary (a) is a Guarantor or (b) becomes a Guarantor by
executing a supplemental Indenture and delivering an Opinion of Counsel to the Trustee within 30
days of the date on which such Domestic Subsidiary became a guarantor under the Credit Agreement.



     Section 4.18. Payments for Consent. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes
for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of
this Indenture or the Notes unless such consideration is offered to be paid to all Holders and is
paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth
in the solicitation documents relating to such consent, waiver or agreement.



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ARTICLE 5

CONSOLIDATION, MERGER OR SALE OF ASSETS




     Section 5.1. Consolidation, Merger or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not the Company is the surviving Person), or (2) sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of the properties and assets of the
Company and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to
another Person, unless:




     (1) immediately after giving effect to such transaction, no Default or Event of Default
exists;




     (2) either:




     (i) the Company is the surviving Person; or




     (ii) the Person formed by or surviving any such consolidation or merger (if
other than the Company) or to which such sale, assignment, transfer, lease,
conveyance or other disposition will have been made (A) is a Person organized or
existing under the laws of the United States, any state thereof or the District of
Columbia, provided that in the case where such Person is not a corporation,
a co-obligor of the Notes is a corporation and (B) assumes all the obligations of
the Company under the Notes and this Indenture pursuant to a supplemental indenture
reasonably satisfactory to the Trustee;




     (3) immediately after giving effect to such transaction on a pro forma basis:




     (i) the Company or the Person formed by or surviving any such consolidation or
merger (if other than the Company), or to which such sale, assignment, transfer,
lease, conveyance or other disposition will have been made, will be permitted to
Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in Section 4.10(a); or




     (ii) the Fixed Charge Coverage Ratio for the Company or the Person formed by or
surviving any such consolidation or merger (if other than the Company), as
applicable, and its Restricted Subsidiaries would be equal to or greater than such
ratio for the Company and its Restricted Subsidiaries immediately prior to such
transaction;




     (4) each Guarantor, unless such Guarantor is the Person with which the Company has
entered into a transaction under this Section 5.1, shall have confirmed to the Trustee in
writing that its Note Guarantee will apply to the obligations of the Company or the
surviving Person in accordance with the Notes and this Indenture; and




     (5) the Company delivers to the Trustee an Officer’s Certificate (attaching the
arithmetic computation to demonstrate compliance with subclause (3) above) and Opinion of
Counsel, in each case stating that such transaction and such agreement



68









 






comply with this Section 5.1 and that all conditions precedent provided for in this
Indenture relating to such transaction have been complied with;



     provided, however, that subclause (3) above shall not apply (i) if the sole
purpose of such transaction is to change the state of incorporation or organization of the Company;
or (ii) to any consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition of assets between or among the Company and any Restricted Subsidiary.



     (b) A Guarantor shall not, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not such Guarantor is the surviving Person), or (2) sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of the properties and
assets of the Guarantor, in one or more related transactions, to another Person, other than the
Company or another Guarantor, unless:




     (1) immediately after giving effect to that transaction, no Default or Event of Default
exists; and




     (2) either:




     (i) (A) the Guarantor is the surviving corporation, or (B) the Person formed by
or surviving any such consolidation or merger (if other than the Guarantor) or to
which such sale, assignment, transfer, lease, conveyance or other disposition which
has been made (x) is organized or existing under the laws of the United States, any
state thereof or the District of Columbia and (y) assumes all the obligations of
that Guarantor under this Indenture, including its Note Guarantee, pursuant to a
supplemental indenture satisfactory to the Trustee; or




     (ii) such sale, assignment, transfer, conveyance or other disposition or
consolidation or merger complies with Section 4.7.



     Section 5.2. Successor Substituted. Upon any consolidation, merger, sale, assignment, transfer, conveyance or other disposition
(other than a lease) in accordance with Section 5.1, the successor Person formed by such
consolidation or into or with which the Company is merged or to which such sale, assignment,
transfer, conveyance or other disposition is made shall succeed to, and be substituted for (so that
from and after the date of such consolidation, merger, sale, assignment, conveyance or other
disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the
successor Person and not to the Company), and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been named as the Company
in this Indenture.



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ARTICLE 6

DEFAULTS AND REMEDIES




     Section 6.1. Events of Default. (a) Each of the following is an “Event of Default” with respect to any series of
Notes (whatever the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body):




     (1) default for 30 days in the payment when due of interest on the Notes of such
series;




     (2) default in payment when due (whether at maturity, upon acceleration, redemption or
otherwise) of the principal of, or premium, if any, on the Notes of such series;




     (3) failure by the Company or any Guarantor to comply with the provisions of Section
5.1 or Section 5.2;




     (4) failure by the Company or any Restricted Subsidiary for 30 days (or, in the case of
Section 4.15, 90 days) after written notice by the Trustee or Holders representing 25% or
more of the aggregate principal amount of the Notes of such series to make or consummate an
Offer to Purchase in accordance with the provisions of Sections 4.6 or 4.7 or to comply with
any of its obligations under Sections 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17 and
4.18 of this Indenture;




     (5) failure by the Company or any Restricted Subsidiary for 60 days after written
notice by the Trustee or Holders representing 25% or more of the aggregate principal amount
of the Notes of such series to comply with any of the other covenants and agreements in this
Indenture;




     (6) default under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness by the Company or any
Restricted Subsidiary (or the payment of which is Guaranteed by the Company or any
Restricted Subsidiary) other than Indebtedness owned to the Company or any Restricted
Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the Issue
Date, if that default:




     (i) is caused by a failure to make any payment when due at the final maturity
of such Indebtedness (a “Payment Default”); or




     (ii) results in the acceleration of such Indebtedness prior to its Stated
Maturity, and, in each case, the amount of any such Indebtedness, together with the
amount of any other such Indebtedness that is then subject to a Payment Default or
the maturity of which has been so accelerated, aggregates $75.0 million or more;



70









 






     (7) failure by the Company or any Restricted Subsidiary to pay final, non-appealable
judgments aggregating in excess of $75.0 million (net of amounts which are covered by
insurance as to which liability has not been denied), which judgments are not paid,
discharged or stayed for a period of 60 days following such judgment becoming final and
non-appealable; provided that, for the avoidance of doubt, any settlement related to
the W.R. Grace Liability shall not be deemed to be a final, non-appealable judgment for the
purpose of this subclause (7);




     (8) any Note Guarantee of any Significant Subsidiary is held in any final,
non-appealable judgment to be unenforceable or invalid or ceases for any reason to be in
full force and effect or any Guarantor that is a Significant Subsidiary, or any Person
acting on behalf of such Guarantor, denies or disaffirms its obligations under its Note
Guarantee in writing, except in accordance with the terms of such Note Guarantee or in
connection with the release of such Note Guarantee in accordance with this Indenture; and




(9) (i) the entry by a court of competent jurisdiction of (A) a decree or order for
relief in respect of the Company or any Restricted Subsidiary that is a Significant
Subsidiary of the Company (or any Restricted Subsidiaries that together would
constitute a Significant Subsidiary of the Company) (any such Restricted Subsidiary
or Restricted Subsidiaries together, a “Bankruptcy Significant Subsidiary”)
in an involuntary case or proceeding under any applicable Bankruptcy Law or (B) a
decree or order adjudging the Company or any Bankruptcy Significant Subsidiary
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or any Bankruptcy Significant Subsidiary
under any applicable law, or appointing a Custodian of the Company or any Bankruptcy
Significant Subsidiary or of any substantial part of their respective properties or
ordering the winding up or liquidation of their affairs, and any such decree, order
or appointment pursuant to any Bankruptcy Law for relief shall continue to be in
effect, or any such other decree, appointment or order shall be unstayed and in
effect, for a period of 60 consecutive days; or




(ii) (A) the Company or any Bankruptcy Significant Subsidiary (x) commences a
voluntary case or proceeding under any applicable Bankruptcy Law or any other case
or proceeding to be adjudicated bankrupt or insolvent or (y) consents to the filing
of a petition, application, answer or consent seeking reorganization or relief under
any applicable Bankruptcy Law, (B) the Company or any Bankruptcy Significant
Subsidiary consents to the entry of a decree or order for relief in respect of the
Company or such Bankruptcy Significant Subsidiary in an involuntary case or
proceeding under any applicable Bankruptcy Law or to the commencement of any
bankruptcy or insolvency case or proceeding against it or, (C) the Company or any
Bankruptcy Significant Subsidiary (x) consents to the appointment of, or taking
possession by, a Custodian of the Company or such Bankruptcy Significant Subsidiary
or of any substantial part of their respective properties, (y) makes a general
assignment for the benefit of its creditors or (z) generally is not paying its debts
as they become due.



71









 





     (b) In the event of any Event of Default specified in clause (a)(6) of this Section 6.1, such
Event of Default and all consequences thereof (excluding any resulting payment default, other than
as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically
and without any action by the Trustee or the Holders of Notes, if within 20 days after such Event
of Default arose:




     (1) the Indebtedness or guarantee that is the basis for such Event of Default has been
discharged; or




     (2) holders thereof have rescinded or waived the acceleration, notice or action (as the
case may be) giving rise to such Event of Default; or




     (3) the default that is the basis for such Event of Default has been cured.



     (c) If a Default or an Event of Default occurs and is continuing and is known to the Trustee,
the Trustee shall mail to each Holder notice of the Default or Event of Default by registered or
certified mail or facsimile or electronic transmission within five Business Days after it has
obtained knowledge of such Default or Event of Default. The Trustee may withhold from Holders of
the Notes notice of any Default or Event of Default (except a Default or Event of Default relating
to the payment of principal or interest) if it determines that withholding notice is in their
interest. The Trustee shall not be deemed to have knowledge of a Default unless a Trust Officer
has actual knowledge of such Default or written notice of such Default has been received by the
Trustee at its Corporate Trust Office in New York, New York. Delivery of reports to the Trustee
pursuant to Section 4.15 shall not constitute knowledge of, or notice to, the Trustee of the
information contained therein.



     Section 6.2. Acceleration. (a) If an Event of Default with respect to the Notes of any series (other than an Event of
Default specified in Section 6.1(a)(9) above) occurs and is continuing, then and in every such case
the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of
such series by written notice to the Company specifying the Event of Default (and to the Trustee if
such notice is given by the Holders) may and the Trustee, upon the written request of such Holders
shall, declare the principal amount of all of the outstanding Notes of such series to be due and
payable immediately, and upon any such declaration such principal amount in respect of the Notes of
such series shall become immediately due and payable.



     (b) If an Event of Default specified in Section 6.1(a)(9) above occurs and is continuing, then
the principal amount of all of the outstanding Notes 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.



     Section 6.3. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.



72









 





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



     Section 6.4. Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of each series of Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes of such
series waive any existing Default or Event of Default and its consequences under this Indenture
with respect to such series of Notes except a continuing Default or Event of Default in the payment
of premium, interest on, or the principal of, such series of Notes.



     Section 6.5. Control by Majority. (a) Subject to certain limitations, Holders of a majority in principal amount of the then
outstanding Notes of any series may direct the Trustee in its exercise of any trust or power with
respect to such series.



     (b) The Holders of a majority in principal amount of each series of then outstanding Notes
shall have the right to direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee with respect to such series; provided that
the Trustee may refuse to follow any direction (i) that conflicts with law or this Indenture, (ii)
that may involve the Trustee in personal liability, or (iii) that the Trustee determines in good
faith may be unduly prejudicial to the rights of Holders of Notes of such series not joining in the
giving of such direction. The Trustee may take any other action it deems proper that is not
inconsistent with any such direction received from Holders of Notes.



     Section 6.6. Limitation on Suits. A Holder may not pursue any remedy with respect to this Indenture or any series of Notes unless:





     (1) the Holder gives the Trustee written notice of a continuing Event of Default;




     (2) the Holders of at least 25% in aggregate principal amount of outstanding Notes of
such series make a written request to the Trustee to pursue the remedy;




     (3) such Holder or Holders offer the Trustee indemnity reasonably satisfactory to the
Trustee against any costs, liability or expense;




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




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



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     The limitations set forth in clauses (1) to (5) above do not apply to the right of any Holder
of a Note to receive payment of the principal of, premium, if any, or interest on, such Note or to
bring suit for the enforcement of any such payment, on or after the due date expressed in the
Notes, which right shall not be impaired or affected without the consent of the Holder.



     A Holder may not use this Indenture to prejudice the rights of any other Holder or to obtain a
preference or priority over another Holder. Holders of the Notes may not enforce this Indenture or
the Notes except as provided in this Indenture.



     Section 6.7. Unconditional Right of Holders To Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive
payment of principal of, premium, if any, and interest, if any, on the Notes held by such Holder,
on or after the respective due dates expressed in the Notes, 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(a)(1) or (2) occurs, the Company shall, upon
demand of the Trustee, pay to the Trustee for the benefit of the Holders of such Notes, the whole
amount then due and payable on such Notes for principal (and premium, if any), and interest, and
interest on any overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installment of interest, at the rate borne
by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the
amounts provided for in Section 7.6 and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.



     If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name as trustee of an express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce
the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the Company or any other
obligor upon the Notes, wherever situated.



     Section 6.9. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.6) and the Holders allowed in any judicial
proceedings relative to the Company or any Guarantor, their creditors or their property and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders at their direction
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 7.6. The Trustee shall be entitled and empowered to
participate as a member of any official committee of creditors appointed in any such matter.



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     Nothing herein contained shall be deemed to empower the Trustee to authorize or consent to, or
accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.



     Section 6.10. Application of Money Collected. If the Trustee collects any money or property pursuant to this Article Six, it shall pay
out the money or property in the following order:



	 	 	 	 	 

	 

	 	FIRST:
	 	to the Trustee (including any predecessor Trustee) for amounts due under Section 7.6;
	 
	 	 	 	 
	 

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

	 	THIRD:
	 	to the Company, any Guarantor or any other obligors of the Notes, 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 Holders pursuant to this
Section 6.10.



     Section 6.11. Undertaking for Costs. A court may in its discretion require, 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, the filing by any party litigant in the suit of an undertaking to pay the costs of
such suit, and such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a
suit by the Trustee, a suit by Holders of more than 10% in aggregate principal amount of the
outstanding Notes of a series or to any suit by any Holder pursuant to Section 6.7.



     Section 6.12. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every such case, subject to
any determination in such proceeding, the Company, the Guarantors, the Trustee and the Holders
shall be restored severally and respectively to their former positions hereunder and thereafter all
rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had
been instituted.



     Section 6.13. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.7, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The



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assertion of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.




     Section 6.14. Delay or Omission not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article Six or by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.



     Section 6.15. Record Date. The Company may set a record date for purposes of determining the identity of Holders
entitled to vote or to consent to any action by vote or consent authorized or permitted by Sections
6.4, 6.5, 9.2 and 11.4. Unless this Indenture provides otherwise, if not previously set by the
Company, such record date shall be the later of ten days prior to the first solicitation of such
consent or the date of the most recent list of Holders furnished to the Trustee pursuant to Section
2.5 prior to such solicitation.



     Section 6.16. Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that
it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law had been enacted.




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ARTICLE 7

TRUSTEE




     Section 7.1. Duties of Trustee. (a) If an Event of Default has occurred and is continuing of which a Trust Officer of the
Trustee has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care in its exercise as a prudent man would exercise
in the conduct of his own affairs.



     (b) Except during the continuance of an Event of Default of which a Trust Officer of the
Trustee has actual knowledge: (i) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture and no others and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and (ii) 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. In the case of any such certificates
or opinions which by any provisions hereof are specifically required to be furnished to the
Trustee, the Trustee shall examine same to determine whether they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein).



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



          (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;



          (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust
Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and



          (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in
good faith in accordance with a direction received by it pursuant to Section 6.2 or 6.5.



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



     (e) 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.



     (f) 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 7.1.



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     Section 7.2. Certain Rights of Trustee. (a) Subject to Section 7.1:



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



          (ii) before the Trustee acts or refrains from acting (except in connection with the original
issuance of the Notes on the date hereof), it may require an Officer’s Certificate or an Opinion of
Counsel, or both, which shall conform to Section 12.5. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such certificate or opinion;



          (iii) the Trustee may act through its attorneys and agents and shall not be responsible for
the misconduct or negligence of any attorney or agent appointed with due care by it hereunder;



          (iv) the Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the Trustee security and indemnity reasonably satisfactory to it against any
loss, liability or expense that might be incurred by it in compliance with such request or
direction;



          (v) the Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within its rights or powers, provided that the Trustee’s
conduct does not constitute negligence or bad faith;



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



          (vii) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled to examine the books, records and premises of the
Company personally or by agent or attorney;



          (viii) the Trustee may consult with counsel of its own selection and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance
with the advice or opinion of such counsel;



          (ix) the rights, privileges, protections, immunities and benefits given to the Trustee,
including its right to be indemnified, are extended to, and shall be enforceable by, the



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Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder;




          (x) the Trustee shall not be required to give any note, bond or surety in respect of the
execution of the trusts and powers under this Indenture;



          (xi) in no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its reasonable control, including, without limitation, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunction of utilities, third-party communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices to prevent any failure or delay in the performance of its obligations and
to resume performance as soon as practicable under the circumstances; and



          (xii) in no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.



     (b) The Trustee may request that the Company deliver an Officer’s Certificate setting forth
the names of the individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person
authorized to sign an Officer’s 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, any Paying Agent, any Registrar or any other agent of the Company or of the
Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and,
subject to Sections 7.9 and 7.10, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Paying Agent, Registrar or such other agent.



     Section 7.4. Trustee’s Disclaimer. The recitals contained herein and in the Notes, except for the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Notes, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder. The Trustee shall not be accountable for the use or application by the
Company of Notes or the proceeds thereof.



     Section 7.5. Reports by Trustee to Holders. Within 60 days after April 1 of each year commencing with April 1, 2012, the Trustee shall
transmit to the Holders, in the manner and to the extent provided in TIA Section 313(c), a brief
report dated as of such date, if, and to the extent, required by TIA Section 313(a)(1), (2), (3),
(4), (5), (7) and (8), as if this Indenture were qualified under the TIA. The Trustee also shall
comply with TIA Section 313(b)(2), as if this Indenture were qualified under the TIA.



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     The Company shall promptly notify the Trustee whenever the Notes become listed on any
securities exchange and of any delisting thereof and the Trustee shall comply with TIA Section
313(d).



     Section 7.6. Compensation and Indemnity. The Company, failing which each Guarantor, shall pay to the Trustee such compensation as
shall be agreed in writing for its services hereunder. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company, failing which
each Guarantor, shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and out-of-pocket expenses of
the Trustee’s agents and counsel.



     The Company, failing which the Guarantors, shall indemnify the Trustee against any and all
loss, liability or expense (including attorneys’ fees and expenses) incurred by it without willful
misconduct, negligence or bad faith on its part arising out of or in connection with the
administration of this trust and the performance of its duties hereunder (including the costs and
expenses of defending itself against any claim, whether asserted by the Company, the Guarantors,
any Holder or any other Person and the costs and expenses of enforcing this Indenture against the
Company or any Guarantor (including this Section 7.6)). 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 or the Guarantors of their respective obligations hereunder.
The Company shall defend the claim and the Trustee shall cooperate in such defense. The Trustee
may have separate counsel and the Company shall pay the fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent, which consent may not be
unreasonably withheld. The Company shall 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 7.6, the Trustee shall have a lien
prior to the Notes on all money or property held or collected by the Trustee, in its capacity as
Trustee, except money or property held in trust to pay principal of, premium, if any, and interest
on particular Notes.



     When the Trustee incurs expenses after the occurrence of a Default specified in Section
6.1(a)(9) with respect to the Company, any Guarantor, or any Restricted Subsidiary, the expenses
are intended to constitute expenses of administration under Bankruptcy Law.



     The Company’s obligations under Section 7.6 and any claim arising hereunder shall survive the
resignation or removal of any Trustee, the satisfaction and discharge of the Company’s obligations
pursuant to Article Eight and any rejection or termination under any Bankruptcy Law, and the
termination of this Indenture.



     Section 7.7. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in Section 7.7.



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     The Trustee may resign at any time by so notifying the Company. The Holders of a majority in
outstanding principal amount of the outstanding Notes may remove the Trustee by so notifying the
Trustee and the Company. The Company shall remove the Trustee if:



     (a) the Trustee fails to comply with Section 7.9;



     (b) the Trustee is adjudged bankrupt or insolvent;



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



     (d) the Trustee otherwise becomes incapable of acting.



     If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of the outstanding
Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.
If the successor Trustee does not deliver its written acceptance required by the next succeeding
paragraph of Section 7.7 within 30 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding
Notes may, at the expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Trustee.



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



     If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least 25% in outstanding
principal amount of the Notes may petition any court of competent jurisdiction for the appointment
of a successor Trustee at the expense of the Company.



     If the Trustee fails to comply with Section 7.9, any Holder 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 Section 7.7, the Company’s and the
Guarantors’ obligations under Section 7.6 shall continue for the benefit of the retiring Trustee.



     Section 7.8. Successor Trustee by Merger. Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article Seven, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Notes shall have been



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authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and
deliver the Notes so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes. In case at that time any of the Notes shall not have been authenticated,
any successor Trustee may authenticate such Notes either in the name of any predecessor hereunder
or in the name of the successor Trustee. In all such cases such certificates shall have the full
force and effect which this Indenture provides for the certificate of authentication of the Trustee
shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or consolidation.




     Section 7.9. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA Section 310(a)(1) and (5).
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 be deemed to be subject to TIA
Section 310(b). If the Trustee has or shall acquire a conflicting interest within the meaning of
the TIA, the Trustee must either eliminate such interest within 90 days or resign, to the extent
and in the manner provided by, and subject to the provisions of, the TIA and this Indenture.



     Section 7.10. Preferential Collection of Claims Against Company. The Trustee shall be deemed to be subject to TIA Section 311(a) on the same basis as if
this Indenture were qualified under the TIA, excluding any creditor relationship listed in TIA
Section 311(b). A Trustee who has resigned or been removed shall be deemed to be subject to TIA
Section 311(a) to the extent indicated therein.



     Section 7.11. Appointment of Co-Trustee. (a) It is the purpose of this Indenture that there shall be no violation of any law of any
jurisdiction denying or restricting the right of banking corporations or associations to transact
business as trustee in such jurisdiction. It is recognized that in case of litigation under this
Indenture, and in particular in case of the enforcement thereof on default, or in the case the
Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise
any of the powers, rights or remedies herein granted to the Trustee or hold title to the
properties, in trust, as herein granted or take any action which may be desirable or necessary in
connection therewith, it may be necessary that the Trustee appoint an individual or institution as
a separate or co-trustee. The following provisions of Section 7.11 are adopted to these ends.



     (b) In the event that the Trustee appoints an additional individual or institution as a
separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action,
immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised
by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in
such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee
to exercise such powers, rights and remedies, and only to the extent that the Trustee by the laws
of any jurisdiction is incapable of exercising such powers, rights and remedies, and every covenant
and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be
enforceable by either of them.



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     (c) Should any instrument in writing from the Company be required by the separate or
co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to
him or it such properties, rights, powers, trusts, duties and obligations, any and all such
instruments in writing shall, on request, be executed, acknowledged and delivered by the Company;
provided, however, that if an Event of Default shall have occurred and be
continuing, if the Company does not execute any such instrument within 15 days after request
therefor, the Trustee shall be empowered as an attorney-in-fact for the Company to execute any such
instrument in the Company’s name and stead. In case any separate or co-trustee or a successor to
either shall die, become incapable or acting, resign or be removed, all the estates, properties,
rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted
by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or
successor to such separate or co-trustee.



     (d) To the extent permitted by law, no trustee hereunder shall be personally liable by reason
of any act or omission of any other trustee hereunder.



     (e) Any notice, request or other writing given to the Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture
and the conditions of this Article Seven.



     (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Indenture on its behalf and in its name.



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ARTICLE 8

DEFEASANCE; SATISFACTION AND DISCHARGE




     Section 8.1. Company’s Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at its option and at any time, with respect to the Notes of any series,
elect to have either Section 8.2 or Section 8.3 be applied to all outstanding Notes of such series
upon compliance with the conditions set forth below in this Article Eight.



     Section 8.2. Legal Defeasance. Upon the Company’s exercise under Section 8.1 of the option applicable to Section 8.2, the
Company and the Guarantors shall be deemed to have been discharged from their respective
obligations with respect to the outstanding Notes of any series and the Note Guarantees for such
series on the date the applicable conditions set forth in Section 8.4 are satisfied (hereinafter,
“Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by the Notes of such
series and to have satisfied all its other obligations under the Notes of such series and this
Indenture (and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Notes of such series to receive
payments in respect of the principal of, or interest or premium, if any, on such Notes when such
payments are due from the trust fund described in Section 8.8 and as more fully set forth in such
Section; (ii) the Company’s obligations with respect to the Notes of such series concerning issuing
temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the
maintenance of an office or agency for payment and money for security payments held in trust; (iii)
the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s and the
Guarantors’ obligations in connection therewith; and (iv) the provisions of this Indenture relating
to Legal Defeasance. Subject to compliance with this Article Eight, the Company may exercise its
option under Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 below
with respect to the Notes.



     Section 8.3. Covenant Defeasance. Upon the Company’s exercise under Section 8.1 of the option applicable to Section 8.3, the
Company and the Guarantors shall be released from their respective obligations under any covenant
contained in Sections 4.5 through 4.15, Section 4.17, and Section 5.1(a)(3) with respect to the
Notes on and after the date the applicable conditions set forth in Section 8.4 are satisfied
(hereinafter, “Covenant Defeasance”), and the Notes 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 Notes shall
not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance
means that the Company may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such omission to comply shall
not constitute a Default or an Event of Default, but, except as specified above, the remainder of
this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s
exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the
satisfaction of the conditions set forth in



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Section 8.4 hereof, Sections 6.1(a)(3), 6.1(a)(4), 6.1(a)(5), 6.1(a)(6) and 6.1(a)(7) shall
not constitute Events of Default.




     Section 8.4. Conditions to Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to any
series of Notes:




     (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of such series of Notes, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient, to pay the
principal of, or interest and premium, if any, on the outstanding Notes of such series on
the Stated Maturity or on the applicable Redemption Date, as the case may be, and the
Company must specify whether such Notes are being defeased to maturity or to a particular
Redemption Date;




     (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to
customary exceptions and exclusions, (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the Issue Date, there has
been a change in the applicable federal income tax law, in either case to the effect that,
and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding
Notes of such series will not recognize income, gain or loss for federal income tax purposes
as a result of such Legal 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 Covenant Defeasance, the Company shall have delivered to the Trustee
an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to
customary exceptions and exclusions, the Holders of the outstanding Notes of such series
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 will have occurred and be continuing on the date of
such deposit (other than resulting from the borrowing of funds to be applied to make such
deposit and any similar and concurrent deposit relating to other Indebtedness and, in each
case, the granting of Liens in connection therewith);




     (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, any material agreement or instrument (other
than this Indenture) 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 must deliver to the Trustee an Officer’s Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders over the other
creditors of the Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others;



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     (7) if the Notes of such series are to be redeemed prior to their Stated Maturity, the
Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes of
such series on the specified Redemption Date under arrangements satisfactory to the Trustee
for the giving of notice of such redemption by the Trustee in the name and at the expense of
the Company; and




     (8) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.



     Section 8.5. Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect as to all Notes
of any series issued hereunder, when:




     (1) either:




     (i) all Notes of such series that have been authenticated hereunder
(except lost, stolen or destroyed Notes that have been replaced or paid and
Notes for whose payment money has theretofore been deposited in trust and
thereafter repaid to the Company) have been delivered to the Trustee for
cancellation; or




     (ii) all Notes of such series issued hereunder that have not been
delivered to the Trustee for cancellation (x) have become due and payable
(by reason of the mailing of a notice of redemption or otherwise), (y) will
become due and payable at Stated Maturity within one year, or (z) are to be
called for redemption within one year under arrangements satisfactory to the
Trustee, and in each such case the Company has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient,
without consideration of any reinvestment of interest, to pay and discharge
the entire indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium, if any, and accrued interest to the
Stated Maturity or Redemption Date, as the case may be;




     (2) no Default or Event of Default (other than resulting from the borrowing of funds to
be applied to make such deposit and any similar and concurrent deposit relating to other
Indebtedness and, in each case, the granting of Liens in connection therewith) will have
occurred and be continuing on the date of such deposit or will 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 material agreement or instrument (other than this Indenture) to which the
Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other
than resulting from the borrowing of funds to be applied to make such deposit and any
similar and concurrent deposit relating to other Indebtedness and, in each case, the
granting of Liens in connection therewith);



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     (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it
with respect to such series of Notes under this Indenture; and




     (4) the Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes of such series issued
hereunder at Stated Maturity or the Redemption Date, as the case may be.



     In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to
the Trustee stating that all conditions precedent to satisfaction and discharge have been
satisfied.



     Section 8.6. [Reserved].



     Section 8.7. Acknowledgment of Discharge by Trustee. Subject to Section 8.9, after the conditions of Sections 8.2 or 8.3 have been satisfied,
the Trustee upon written request shall acknowledge in writing the discharge of all of the Company’s
obligations under this Indenture except for those surviving obligations specified in this Article
Eight.



     Section 8.8. Application of Trust Money. Subject to Section 8.9, the Trustee shall hold in trust cash in U.S. dollars or Government
Securities deposited with it pursuant to this Article Eight. It shall apply the deposited cash or
Government Securities through the Paying Agent and in accordance with this Indenture to the payment
of principal of, premium, if any, and interest on the Notes; but such money need not be segregated
from other funds except to the extent required by law.



     Section 8.9. Repayment to Company. Subject to Section 7.6, the Trustee and the Paying Agent shall promptly pay to the Company
upon request set forth in an Officer’s Certificate any excess money 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, premium, if any, or interest that remains unclaimed for two years; provided that
the Trustee or Paying Agent before being required to make any payment may cause to be published (a)
in the The Wall Street Journal or another leading newspaper in New York, New York and (b) through
the newswire service of Bloomberg or, if Bloomberg does not then operate, any similar agency or
mail to each Holder entitled to such money at such Holder’s address (as set forth in the Security
Register) 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 shall be repaid to the Company. After payment 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, and all liability of the Trustee and such Paying Agent
with respect to such money shall cease.



     Section 8.10. Indemnity for Government Securities. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited Government Securities or the principal, premium, if any,
and interest, if any, received on such Government Securities.



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     Section 8.11. Reinstatement. If the Trustee or Paying Agent is unable to apply cash in U.S. dollars or Government
Securities in accordance with this Article Eight 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, then the Company’s and the Guarantors’ obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant
to this Article Eight until such time as the Trustee or any such Paying Agent is permitted to apply
all such cash or Government Securities in accordance with this Article Eight; provided,
however, that, if the Company has made any payment of principal of, premium, if any, and
interest, if any, on any Notes because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Notes to receive such payment from the cash in
U.S. dollars or Government Securities held by the Trustee or Paying Agent.



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ARTICLE 9

AMENDMENTS AND WAIVERS




     Section 9.1. Without Consent of Holders. Notwithstanding Section 9.2, the Company, the Guarantors and the Trustee may amend or
supplement this Indenture or the Notes of any series without the consent of any Holder of Notes:



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



     (b) to provide for uncertificated Notes of such series in addition to or in place of
certificated Notes of such series;



     (c) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders
of Notes of such series in accordance with this Indenture in the case of a merger or consolidation
or sale, assignment, transfer, conveyance or disposal of all or substantially all of the Company’s
or such Guarantor’s assets;



     (d) to make any change that would provide any additional rights or benefits to the Holders of
Notes of such series, to surrender any right or power conferred upon the Company or any Guarantor,
or to make any change that does not materially adversely affect the legal rights under this
Indenture of any such Holder;



     (e) to comply with requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the TIA;



     (f) to add a Guarantor under this Indenture or to release a Guarantor from its Note Guarantee
in accordance with the provisions of this Indenture;



     (g) to evidence and provide for the acceptance of appointment by a successor Trustee;



     (h) to provide for the issuance of Additional Notes in accordance with this Indenture;



     (i) to conform this Indenture, the Note Guarantees or the Notes of such series to any
provision of the “Description of Notes” section of the Offering Memorandum to the extent such
provision is intended to be a verbatim recitation thereof; or



     (j) to grant any Lien in favor of the Trustee for the benefit of the Holders of the Notes.



     Section 9.2. With Consent of Holders. (a) Except as provided in Section 9.2(b) below and without prejudice to Section 9.1, this
Indenture, any Note Guarantee or the Notes of any series may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then outstanding Notes of
each series affected by the proposed amendment or supplement (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes of
such series), and any existing Default or Event of Default or compliance with any provision of this
Indenture, any Note Guarantee or the Notes of any series may be waived with respect to such series
with the consent of the Holders of a majority in principal amount of the then outstanding Notes of
such



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series (including, without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes of such series).




     (b) Without the consent of each Holder of each series affected, an amendment or waiver may not
(with respect to any Notes of the same series held by a non-consenting Holder):




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




     (2) change the Stated Maturity of the principal of, or any installment of interest on,
any Note;




     (3) reduce the principal amount of, or premium, if any, or interest on, any Note;




     (4) change the optional redemption dates or optional redemption prices of the Notes
from those stated in paragraph 5 of the applicable Note in any manner adverse to the Holders
of the Notes;




     (5) waive a Default or Event of Default in the payment of principal of, or interest, or
premium, if any, on, the Notes (except, upon a rescission of acceleration of the Notes of
any series by the Holders of at least a majority in aggregate principal amount of the Notes
of such series then outstanding, a waiver of the payment default that resulted from such
acceleration) or in respect of any other covenant or provision that cannot be amended or
modified without the consent of all Holders;




     (6) make any Note payable in money other than U.S. dollars;




     (7) release any Guarantor that is a Significant Subsidiary from any of its obligations
under its Note Guarantee or this Indenture, except in accordance with the terms of this
Indenture;




     (8) impair the right to institute suit for the enforcement of any payment on or with
respect to the Notes or the Note Guarantees;




     (9) amend, change or modify the obligation of the Company to make and consummate an
Offer to Purchase with respect to any Asset Sale in accordance with Section 4.7 after the
obligation to make such Offer to Purchase has arisen, or the obligation of the Company to
make and consummate an Offer to Purchase in the event of a Change of Control in accordance
with Section 4.6 after such Change of Control has occurred, including, in each case,
amending, changing or modifying any definition relating thereto; or




     (10) make any change to this Section 9.2(b).



     (c) The consent of Holders of the Notes is not necessary under this Indenture to approve a
particular form of any proposed amendment. It is sufficient if such consent approves the substance
of the proposed amendment.



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     Section 9.3. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article Nine, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.



     Section 9.4. Notation on or Exchange of Notes. If an amendment, modification or supplement changes the terms of a Note, the Company or
Trustee may require the Holder to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Note and on any Note subsequently authenticated regarding the changed terms and
return it to the Holder. Alternatively, if the Company so determines, the Company in exchange for
the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.
Failure to make the appropriate notation or to issue a new Note shall not affect the validity of
such amendment, modification or supplement.



     Section 9.5. Notice of Amendment or Waiver. Promptly after the execution by the Company and the Trustee of any supplemental indenture
or waiver pursuant to the provisions of Section 9.2, the Company shall give notice thereof to the
Holders of each outstanding Note affected, in the manner provided for in Section 12.2(b) or (c),
setting forth in general terms the substance of such supplemental indenture or waiver. Any failure
by the Company to mail such notice, or any mistake or defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.



     Section 9.6. Execution of Amendments, Supplements or Waivers. In executing, or accepting the additional trusts created by, any amendment, supplement or
waiver permitted by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, an
Officer’s Certificate and Opinion of Counsel stating that the execution of such amendment,
supplement or waiver is authorized and permitted by this Indenture and that such amendment,
supplement or waiver is the legal, valid and binding obligation of the Company and any Guarantor
party thereto, enforceable against them in accordance with its terms, subject to customary
qualifications, and complies with the provisions hereof. The Trustee may, but shall not be
obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.



     Section 9.7. Payments for Consent. The Company shall comply with the provisions of Section 4.18 hereof.



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ARTICLE 10

GUARANTEE




     Section 10.1. Note Guarantees. (a) Pursuant to the Note Guarantees, the Guarantors hereby fully and unconditionally
Guarantee, on an unsecured, senior, joint and several basis, to each Holder and to the Trustee and
its successors and assign on behalf of each Holder, the due and punctual full payment of principal
of, premium, if any, and interest on, and all other monetary obligations of the Company under this
Indenture and the Notes (including obligations to the Trustee) with respect to each Note
authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this
Indenture, in accordance with the terms of this Indenture. The Guarantors further agree that the
Note Guarantees may be extended or renewed, in whole or in part, without notice or further assent
from the Guarantors and that the Guarantors shall remain bound under this Article Ten
notwithstanding any extension or renewal of any Note Guarantee. All payments under such Note
Guarantee shall be made in U.S. dollars.



     (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were
principal debtor and not merely surety, unaffected by, and irrespective of, any validity,
irregularity or unenforceability of any Note or this Indenture, any failure to enforce the
provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the
Company with respect thereto by the Holders or the Trustee, or any other circumstance which may
otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in
full); provided, however, that, notwithstanding the foregoing, no such waiver,
modification, indulgence or circumstance shall without the written consent of the Guarantors
increase the principal amount of a Note or the interest rate thereon or change the currency of
payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby
waive diligence, presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require that the Trustee pursue or exhaust its
legal or equitable remedies against the Company prior to exercising its rights under the Note
Guarantee (including, for the avoidance of doubt, any right which the Guarantors may have to
require the seizure and sale of the assets of the Company to satisfy the outstanding principal of,
interest on or any other amount payable under each Note prior to recourse against the Guarantors or
their assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and
all demands whatsoever, and covenant that the Note Guarantee shall not be discharged with respect
to any Note except by payment in full of the principal thereof and interest thereon or as otherwise
provided in this Indenture, including Sections 10.3 and 10.5. If at any time any payment of
principal of, premium, if any, or interest, if any, on such Note is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise,
the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the
date of such rescission, restoration or returns as though such payment had become due but had not
been made at such times.



     (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable
attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under Section 10.1.



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     Section 10.2. Subrogation. (a) Subject to clause (b) below, the Guarantors shall be subrogated to all rights of the
Holders against the Company in respect of any amounts paid to such Holders by the Guarantors
pursuant to the provisions of their Note Guarantee.



     (b) The Guarantors agree that they shall not be entitled to any right of subrogation in
relation to the Holders in respect of any Note Guarantee guaranteed hereby until payment in full of
all Note Guarantees. The Guarantors further agree that, as between them, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the Note Guarantees guaranteed
hereby may be accelerated as provided in Section 6.2 for the purposes of their Note Guarantee
herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in
respect of the Note Guarantees guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Section 6.2, such Note Guarantees (whether or not
due and payable) shall forthwith become due and payable by the Guarantors for the purposes of this
Section 10.2, subject to Section 10.1(c) above.



     Section 10.3. Limitation of Note Guarantees. Each Note Guarantee is limited to an amount not to exceed the maximum amount that can be
guaranteed by each Guarantor by law or without resulting in its obligations under its Note
Guarantee being voidable or unenforceable under applicable laws relating to fraudulent transfer, or
under similar laws affecting the rights of creditors generally.



     Section 10.4. Notation Not Required. Neither the Company nor any Guarantor shall be required to make a notation on the Notes to
reflect any Note Guarantee or any release, termination or discharge thereof.



     Section 10.5. Release of the Note Guarantees. A Note Guarantee of a Guarantor shall be automatically and unconditionally released (and
thereupon shall terminate and be discharged and be of no further force and effect):




     (1) in connection with any sale, transfer or other disposition (including by merger or
otherwise) of Capital Stock of the Guarantor after which such Guarantor is no longer a
Restricted Subsidiary of the Company, if such sale, transfer or other disposition complies
with the applicable provisions of this Indenture;




     (2) if the Company properly designates the Guarantor as an Unrestricted Subsidiary
under this Indenture;




     (3) upon the release of such Guarantor’s guarantee under the Credit Agreement;




     (4) upon a Legal Defeasance or satisfaction and discharge of this Indenture that
complies with Sections 8.1, 8.2 and 8.4 or Section 8.5, as applicable; or




     (5) upon payment in full of the aggregate principal amount of all Notes of the
applicable series then outstanding and all other obligations under this Indenture and the
Notes of the applicable series then due and owing.



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     Upon any occurrence giving rise to a release of a Note Guarantee as specified above, the
Trustee shall execute any documents reasonably required in order to evidence or effect such
release, discharge and termination in respect of such Note Guarantee. Neither the Company nor any
Guarantor shall be required to make a notation on the Notes to reflect any Note Guarantee or any
such release, termination or discharge.



     Section 10.6. Successors and Assigns. This Article Ten shall be binding upon the Guarantors and each of their successors and
assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders
and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights
and privileges conferred upon that party in this Indenture and in the Notes shall automatically
extend to and be vested in such transferee or assigns, all subject to the terms and conditions of
this Indenture.



     Section 10.7. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in
exercising any right, power or privilege under this Article Ten shall operate as a waiver thereof,
nor shall a single or partial exercise thereof preclude any other or further exercise of any right,
power or privilege. No notice to or demand on any Guarantor in any case shall entitle such
Guarantor to any other or further notice or demand in the same, similar or other circumstance.



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ARTICLE 11

HOLDERS’ MEETINGS




     Section 11.1. Purposes of Meetings. A meeting of the Holders may be called at any time pursuant to this Article Eleven for any
of the following purposes:



     (a) to give any notice to the Company or any Guarantor or to the Trustee, or to give any
directions to the Trustee, or to consent to the waiving of any Default hereunder and its
consequences, or to take any other action authorized to be taken by Holders pursuant to Article
Nine;



     (b) to remove the Trustee and appoint a successor trustee pursuant to Article Seven; or



     (c) to consent to the execution of an indenture supplement pursuant to Section 9.2.



     Section 11.2. Place of Meetings. Meetings of Holders may be held at such place or places as the Trustee or, in case of its
failure to act, the Company, any Guarantor or the Holders calling the meeting, shall from time to
time determine.



     Section 11.3. Call and Notice of Meetings. (a) The Trustee may at any time (upon not less than 21 days’ notice) call a meeting of
Holders to be held at such time and at such place in New York, New York or in such other city as
determined by the Trustee pursuant to Section 11.2. Notice of every meeting of Holders, setting
forth the time and the place of such meeting and in general terms the action proposed to be taken
at such meeting, shall be mailed to each Holder and published in the manner contemplated by Section
12.2(b).



     (b) In case at any time the Company, pursuant to a resolution of the Board of Directors, or
the Holders of at least 10% in aggregate principal amount of the Notes then outstanding, shall have
requested the Trustee to call a meeting of the Holders, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have
made the first giving of the notice of such meeting within 20 days after receipt of such request,
then the Company or the Holders of Notes in the amount above specified may determine the time (not
less than 21 days after notice is given) and the place in New York, New York or in such other city
as determined by the Company or the Holders pursuant to Section 11.2 for such meeting and may call
such meeting to take any action authorized in Section 11.1 by giving notice thereof as provided in
Section 11.1(a).



     Section 11.4. Voting at Meetings. To be entitled to vote at any meeting of Holders, a Person shall be (i) a Holder at the
relevant record date set in accordance with Section 6.15 or (ii) a Person appointed by an
instrument in writing as proxy for a Holder or Holders by such Holder or Holders. The only Persons
who shall be entitled to be present or to speak at any meeting of Holders shall be the Person so
entitled to vote at such meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Company and any Guarantor and their counsel.



     Section 11.5. Voting Rights, Conduct and Adjournment. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may



95









 




deem advisable for any meeting of Holders in regard to proof of the holding of Notes and of
the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the right to vote, and
such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of Notes shall be proved in
the manner specified in Section 2.3 and the appointment of any proxy shall be proved in such manner
as is deemed appropriate by the Trustee or by having the signature of the Person executing the
proxy witnessed or guaranteed by any bank, banker or trust company customarily authorized to
certify to the holding of a Note such as a Global Note.




     (b) At any meeting of Holders, the presence of Persons holding or representing Notes in an
aggregate principal amount at Stated Maturity sufficient under the appropriate provision of this
Indenture to take action upon the business for the transaction of which such meeting was called
shall constitute a quorum. Subject to any required aggregate principal amount at Stated Maturity
of Notes required for the taking of any action pursuant to Article Nine, in no event shall less
than a majority of the votes given by Persons holding or representing Notes at any meeting of
Holders be sufficient to approve an action. Any meeting of Holders duly called pursuant to Section
11.3 may be adjourned from time to time by vote of the Holders (or proxies for the Holders) of a
majority of the Notes represented at the meeting and entitled to vote, whether or not a quorum
shall be present; and the meeting may be held as so adjourned without further notice. No action at
a meeting of Holders shall be effective unless approved by Persons holding or representing Notes in
the aggregate principal amount at Stated Maturity required by the provision of this Indenture
pursuant to which such action is being taken.



     (c) At any meeting of Holders, each Holder or proxy shall be entitled to one vote for each
$1,000 aggregate principal amount at Stated Maturity of outstanding Notes held or represented.



     Section 11.6. Revocation of Consent by Holders at Meetings. At any time prior to (but not after) the evidencing to the Trustee of the taking of any
action at a meeting of Holders by the Holders of the percentage in aggregate principal amount of
the Notes specified in this Indenture in connection with such action, any Holder of a Note the
serial number of which is included in the Notes the Holders of which have consented to such action
may, by filing written notice with the Trustee at its principal Corporate Trust Office and upon
proof of holding as provided herein, revoke such consent so far as concerns such Note. Except as
aforesaid, any such consent given by the Holder of any Note shall be conclusive and binding upon
such Holder and upon all future Holders and owners of such Note and of any Note issued in exchange
therefor, in lieu thereof or upon transfer thereof, irrespective of whether or not any notation in
regard thereto is made upon such Note. Any action taken by the Holders of the percentage in
aggregate principal amount of the Notes specified in this Indenture in connection with such action
shall be conclusively binding upon the Company, the Guarantors, the Trustee and the Holders.
Section 11.6 shall not apply to revocations of consents to amendments, supplements or waivers,
which shall be governed by the provisions of Section 9.3.



     Section 11.7. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor



96









 




signed by such Holders in person or by agents duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Proof of execution of any such instrument or of a writing appointed any such agent shall
be sufficient for any purposed of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.




     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Persons executing the same, may also be
provide in any other manner that the Trustee deems sufficient.



     (c) The principal amount and serial numbers of Notes held by any Person, and the date of
holding the same, shall be proved by the Security Register.



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ARTICLE 12

MISCELLANEOUS




     Section 12.1. Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by the TIA expressly incorporated herein in accordance with Section 1.3
hereof, such imposed duties or incorporated provision shall control.



     Section 12.2. Notices. (a) Any notice or communication shall be in writing and delivered in person or mailed by
first class mail or sent by facsimile transmission addressed as follows:



if to the Company or the Guarantors:





Sealed Air Corporation

200 Riverfront Boulevard



Elmwood Park, New Jersey 07407

Attention: Legal Department




Telephone: (201) 791-7600



Facsimile: (201) 703-4231





With a copy to:




Risë B. Norman, Esq.



Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017-3954



Telephone: (212) 455-3080

Facsimile: (212) 455-2502




if to the Trustee:



HSBC Bank USA, National Association

452 Fifth Avenue

Corporate Trust



New York, New York 10018

Attention: Gloria Alli




Telephone: (212) 525-1404



Facsimile: (212) 525-1300

Email: gloria.alli@us.hsbc.com



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With a copy to:



Jeffrey H. Elkin, Esq.

Winston & Strawn LLP

200 Park Avenue

New York, NY 10166



Telephone: (212) 294-6711

Facsimile: (212) 294-4700



     The Company, the Guarantors or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications. All communications delivered to the
Trustee shall be deemed effective when received.



     (b) Notices to the Holders regarding the Notes shall be mailed to each Holder by first-class
mail, delivered in person or by overnight air courier guaranteeing next-day delivery at such
Holder’s respective address as it appears in the Security Register.



     Notices given by first-class mail shall be deemed given five calendar days after mailing and
notices given by publication shall be deemed given on the first date on which publication is made.
Failure to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not the addressee receives it.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.



     (c) If and so long as the Notes are represented by Global Notes, notice to Holders, in lieu of
being given in accordance with Section 12.2(b) above, may also be given by delivery of the relevant
notice to DTC for communication to entitled account holdings in substitution for the
previously-mentioned publication.



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



     Section 12.3. Communication by Holders with Other Holders. Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture, the Notes or the Note Guarantees as if this Indenture were
subject to such Section 312(b) (except for the provisions of such Section 312(b) pertaining to
filings with, and hearings before, the Commission). The Company, any Guarantor, the Trustee, the
Registrar and anyone else shall be deemed to have the protection of TIA Section 312(c).



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     Section 12.4. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take or
refrain from taking any action under this Indenture (except in connection with the original
issuance of the Notes on the date hereof), the Company or any Guarantor, as the case may be, shall
furnish upon request to the Trustee:



     (a) an Officer’s Certificate in form reasonably satisfactory to the Trustee stating that, in
the opinion of the signer, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and



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



     Section 12.5. Statements Required in Certificate or Opinion. Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:



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



     (b) 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;



     (c) 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



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



     Section 12.6. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar and the Paying Agent may make reasonable rules for their functions.



     Section 12.7. Legal Holidays. If an Interest Payment Date or other payment date is a Legal Holiday, payment shall be made
on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening
period. If a Record Date is a Legal Holiday, the Record Date shall not be affected.



     Section 12.8. Governing Law. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     Section 12.9. Jurisdiction. The Company and the Guarantors agree that any suit, action or proceeding against the
Company or the Guarantors brought by any Holder or the Trustee arising out of or based upon this
Indenture, the Note Guarantees or the Notes may be instituted in any state or Federal court in the
Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of
them irrevocably submits to the non-exclusive jurisdiction of



100









 




such courts in any suit, action or proceeding. The Company and the Guarantors irrevocably
waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding
that may be brought in connection with this Indenture, the Note Guarantees or the Notes, including
such actions, suits or proceedings relating to securities laws of the United States of America or
any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the
ground that any such suit, action or proceeding has been brought in an inconvenient forum. The
Company and the Guarantors agree that final judgment in any such suit, action or proceeding brought
in such court shall be conclusive and binding upon the Company or the Guarantors, as the case may
be, and may be enforced in any court to the jurisdiction of which the Company or the Guarantors, as
the case may be, are subject by a suit upon such judgment; provided, however, that
service of process is effected upon the Company or the Guarantors, as the case may be, in the
manner provided by this Indenture.




     Section 12.10. Waiver of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS, AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS
CONTEMPLATED THEREBY.



     Section 12.11. No Recourse Against Others. No director, officer, employee, incorporator, stockholder, member, manager or partner of
the Company or any Guarantor, as such, shall have any liability for any obligations of the Company
or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.



     Section 12.12. Successors. All agreements of the Company and any Guarantor in this Indenture and the Notes shall bind
their respective successors. All agreements of the Trustee in this Indenture shall bind its
successors.



     Section 12.13. Electronic Means. The parties agree that the transaction described herein may be conducted and related
documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and
other reproductions of original executed documents shall be deemed to be authentic and valid
counterparts of such original documents for all purposes, including the filing of any claim, action
or suit in the appropriate court of law.



     Section 12.14. 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 12.15. Table of Contents and Headings. The table of contents 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.



101









 





     Section 12.16. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.








102









 







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




	 	 	 	 	 
	 	SEALED AIR CORPORATION,

as the Company

 	 
	 	By:  	/s/ Tod S. Christie
 	 
	 	 	Name:  	Tod S. Christie 	 
	 	 	Title:  	Interim Chief Financial
Officer 	 
	 



Indenture — Company Signature Page




 









 








	 	 	 	 	 
	 	CPI PACKAGING, INC.,

as Guarantor

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	CRYOVAC, INC.,

as Guarantor

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Vice President, General Counsel and Secretary 	 
	 



	 	 	 	 	 
	 	CRYOVAC INTERNATIONAL

HOLDINGS INC.,

as Guarantor

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	CRYOVAC LEASING CORPORATION,

as Guarantor

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	POLY PACKAGING SYSTEMS, INC.,

as Guarantor

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



Indenture — Guarantors Signature Page





 









 








	 	 	 	 	 
	 	POLYPRIDE, INC.,

as Guarantor

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	REFLECTIX, INC.,

as Guarantor

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	SEALED AIR CORPORATION (US),

as Guarantor

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	SEALED AIR LLC,

as Guarantor

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	SEALED AIR FINANCE LLC,

as Guarantor

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



Indenture — Guarantors Signature Page





 









 








	 	 	 	 	 
	 	SEALED AIR SOLUTIONS HOLDINGS, INC.,

as Guarantor

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Vice President, General Counsel and Secretary 	 
	 



	 	 	 	 	 
	 	SEALED AIR NEVADA HOLDINGS LIMITED 

(FKA SEALED AIR JAPAN LIMITED),

as Guarantor

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	SHANKLIN CORPORATION,

as Guarantor

 	 
	 	By:  	/s/ H. Katherine White
 	 
	 	 	Name:  	H. Katherine White 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



Indenture — Guarantors Signature Page





 









 








	 	 	 	 	 
	 	AUTO-C, LLC,

as Guarantor

 	 
	 	By:  	/s/ Scott D. Russell
 	 
	 	 	Name:  	Diversey, Inc. Member 	 
	 	 	Title:  	Scott D. Russell, Executive Vice President Chief Compliance Officer,
General Counsel, Secretary and Interim Global Human Resources Lead 	 
	 
	 	DIVERSEY, INC.,

as Guarantor

 	 
	 	By:  	/s/ Scott D. Russell
 	 
	 	 	Name:  	Scott D. Russell 	 
	 	 	Title:  	Executive Vice President Chief Compliance Officer, General Counsel,
Secretary and Interim Global Human Resources Lead 	 
	 



	 	 	 	 	 
	 	DIVERSEY HOLDINGS, INC.,

as Guarantor

 	 
	 	By:  	/s/ Scott D. Russell
 	 
	 	 	Name:  	Scott D. Russell 	 
	 	 	Title:  	Executive Vice President Chief Compliance Officer, General Counsel,
Secretary and Interim Global Human Resources Lead 	 
	 
	 	DIVERSEY PUERTO RICO, INC.,

as Guarantor

 	 
	 	By:  	/s/ Scott D. Russell
 	 
	 	 	Name:  	Scott D. Russell 	 
	 	 	Title:  	President 	 
	 
	 	DIVERSEY SHAREHOLDINGS, INC.,

as Guarantor

 	 
	 	By:  	/s/ Scott D. Russell
 	 
	 	 	Name:  	Scott D. Russell 	 
	 	 	Title:  	President 	 
	 



Indenture — Guarantors Signature Page




 









 








	 	 	 	 	 
	 	JD POLYMER, LLC,

as Guarantor

 	 
	 	By:  	/s/ David C. Quast
 	 
	 	 	Name:  	David C. Quast 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	JDI CEE HOLDINGS, INC.,

as Guarantor

 	 
	 	By:  	/s/ David C. Quast
 	 
	 	 	Name:  	David C. Quast 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	JDI HOLDINGS, INC.,

as Guarantor

 	 
	 	By:  	/s/ David C. Quast
 	 
	 	 	Name:  	David C. Quast 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	JWP INVESTMENTS, INC.,

as Guarantor

 	 
	 	By:  	/s/ David C. Quast
 	 
	 	 	Name:  	David C. Quast 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	PROFESSIONAL SHAREHOLDINGS, INC.,

as Guarantor

 	 
	 	By:  	/s/ David C. Quast
 	 
	 	 	Name:  	David C. Quast 	 
	 	 	Title:  	Secretary 	 
	 



Indenture — Guarantors Signature Page





 









 








	 	 	 	 	 
	 	THE BUTCHER COMPANY,

as Guarantor

 	 
	 	By:  	/s/ David C. Quast
 	 
	 	 	Name:  	David C. Quast 	 
	 	 	Title:  	Secretary 	 
	 



Indenture — Guarantors Signature Page





 












 








	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION, 

as Trustee

 	 
	 	By:  	/s/ Herawattee Alli
 	 
	 	 	Name:  	Herawattee Alli 	 
	 	 	Title:  	Vice President 	 
	 



Indenture — Trustee Signature Page





 









 





EXHIBIT A-1




[FORM OF FACE OF 2019 NOTE]




     [Include if Global Note — UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NOMINEE 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 IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.



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



     THIS GLOBAL NOTE AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS GLOBAL
NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN
PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF
THIS GLOBAL NOTE SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR
SUPPLEMENT.]



     THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) OR ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT
A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT OFFER, RESELL, PLEDGE OR
OTHERWISE TRANSFER (EACH A “TRANSFER”) THIS SECURITY EXCEPT: (I) (A) TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (B) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904



A-1-1









 




OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER) OR (E) TO SEALED AIR CORPORATION OR ANY SUBSIDIARY THEREOF;
AND (II) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND
OTHER APPLICABLE JURISDICTIONS; (3) AGREES THAT PRIOR TO ANY TRANSFER (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE (2)(I)(D) ABOVE) IT WILL FURNISH TO THE REGISTRAR AND SEALED AIR CORPORATION
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY, THE HOLDER MUST COMPLETE THE
APPROPRIATE CERTIFICATES REQUIRED BY THE INDENTURE RELATING TO THE MANNER OF SUCH TRANSFER AND
SUBMIT SUCH CERTIFICATES TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
UPON ANY TRANSFER OF THE SECURITIES THAT IS AFTER (X) THE DATE WHICH IS [IN THE CASE OF RULE 144A
NOTES: ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT
OR ANY SUCCESSOR PROVISION THEREUNDER)] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DATE ON
WHICH SEALED AIR CORPORATION OR ANY AFFILIATE OF SEALED AIR CORPORATION WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED
BY APPLICABLE LAW. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES,” AND “U.S.
PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN
VIOLATION OF THE FOREGOING RESTRICTIONS.




     BY ITS ACQUISITION OR ACCEPTANCE HEREOF OR ANY INTEREST HEREIN, THE HOLDER HEREOF OR OF SUCH
INTEREST REPRESENTS THAT EITHER (I) NO ASSETS OF ANY EMPLOYEE BENEFIT PLANS THAT ARE SUBJECT TO
TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), PLANS,
INDIVIDUAL RETIREMENT ACCOUNTS AND OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S.
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL,
STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR
THE CODE (COLLECTIVELY, “SIMILAR LAWS”), AND ENTITIES WHOSE UNDERLYING ASSETS



A-1-2









 




ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN DEPARTMENT OF LABOR REGULATION 29
C.F.R. SECTION 2510.3-101, MODIFIED BY SECTION 3(42) OF ERISA) OF ANY SUCH PLAN, ACCOUNT OR
ARRANGEMENT (EACH, A “PLAN”) OR A NON-U.S., GOVERNMENTAL OR CHURCH PLAN HAVE BEEN USED TO ACQUIRE
THE NOTES OR AN INTEREST THEREIN OR (II) THE PURCHASE AND HOLDING OF SUCH NOTES OR AN INTEREST
THEREIN BY THE PURCHASER DOES NOT CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE, OR VIOLATION OF ANY SIMILAR FEDERAL, STATE, LOCAL, NON-U.S.
OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE.







A-1-3









 








SEALED AIR CORPORATION

8.125% SENIOR NOTE DUE 2019



No._____




[If Restricted Global Note — CUSIP Number 81211K AQ3; ISIN Number US81211KAQ31]
[If Regulation S Global Note — CUSIP Number U81193 AG6; ISIN Number USU81193AG69]




     Sealed Air Corporation, a corporation incorporated under the laws of Delaware, for value
received promises to pay to Cede & Co. or registered assigns the principal sum of _______________
AND NO/100 DOLLARS ($ ), [as revised by Schedule A attached hereto,]1 on September 15,
2019.



     From October 3, 2011, or from the most recent interest payment date to which interest has been
paid or provided for, cash interest on this Note will accrue at 8.125% per annum, payable
semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2012, to
the Person in whose name this Note (or any predecessor Note) is registered at the close of business
on the preceding March 1 or September 1, as the case may be.



     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature of an authorized signatory, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any purpose.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof and to the provisions of the Indenture, which provisions shall for all purposes have the
same effect as if set forth at this place.





 




			
	1	 	Insert in Global Notes only.




A-1-4









 










     IN WITNESS WHEREOF, Sealed Air Corporation has caused this Note to be signed manually or by
facsimile by its duly authorized signatory.


Dated: _________________




	 	 	 	 	 
	 	SEALED AIR CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Signatory 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION



HSBC Bank USA, National Association,

as Trustee, certifies that this is one of the Notes referred to in the Indenture.



	 	 	 	 
	 	 
	By:  	 	 
	 	Authorized Officer 	 
	 	 	 
	 


Dated: _________________







A-1-5









 








[FORM OF REVERSE SIDE OF 2019 NOTE]

8.125% Senior Note Due 2019



1. Interest





     Sealed Air Corporation, a corporation incorporated under the laws of Delaware, (such
corporation, and its successors and assigns under the Indenture hereinafter referred to, being
herein called the “Company”), for value received promises to pay interest on the principal
amount of this Note from October 3, 2011, at the rate per annum shown above. Interest shall be
computed on the basis of a 360-day year comprising twelve 30-day months. The Company shall pay
interest on overdue principal at the interest rate borne by the Notes, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful.


2. Method of Payment




     The Company shall pay interest on this Note (except defaulted interest) to the persons who are
registered Holders of this Note at the close of business on the Record Date for the next Interest
Payment Date even if this Note is cancelled after the Record Date and on or before the Interest
Payment Date. The Company shall pay principal and interest in U.S. dollars in immediately
available funds that at the time of payment is legal tender for payment of public and private
debts. If a Holder has given wire transfer instructions to the Company at least 10 Business Days
prior to the applicable payment date, the Company shall pay all principal, interest and premium, if
any, on such Holder’s Notes in accordance with such instructions. All other payments on Notes shall
be made at the office or agency of the Paying Agent and Registrar within the City and State of New
York unless the Company elects to make interest payments by check mailed to the Holders at their
addresses set forth in the applicable register of Holders; provided that all payments of
principal, premium, if any, and interest, with respect to the Global Notes registered in the name
of or held by DTC or its nominee shall be made by wire transfer of immediately available funds to
the account specified by DTC.



     The amount of payments in respect of interest on each Interest Payment Date shall correspond
to the aggregate principal amount of Notes represented by the Regulation S Global Note and the
Restricted Global Note, as established by the Registrar at the close of business on the relevant
Record Date. Payments of principal shall be made upon surrender of the Regulation S Global Note
and the Restricted Global Note to the Paying Agent.


3. Paying Agent and Registrar




     Initially, HSBC Bank USA, National Association or one of its affiliates shall act as Paying
Agent and Registrar. The Company or any of its Subsidiaries incorporated in the United States may
act as Paying Agent, Registrar or co-Registrar.


4. Indenture




     The Company issued this Note under an indenture dated as of October 3, 2011 (the
“Indenture”), among the Company, the Guarantors and HSBC Bank USA, National Association, as
trustee (the “Trustee”). The terms of this Note include those stated in the Indenture and
those



A-1-6









 




made part of the Indenture by express reference to the TIA. Terms defined in the Indenture
and not defined herein have the meanings ascribed thereto in the Indenture. This Note is subject
to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those
terms. To the extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling.




     This Note is a senior obligation of the Company. The Indenture imposes certain limitations on
the Company, the Guarantors and their affiliates, including, without limitation, limitations on the
incurrence of indebtedness and issuance of stock, the payment of dividends and other payment
restrictions affecting the Company and its subsidiaries, the sale of assets, transactions with and
among affiliates of the Company and the Restricted Subsidiaries, change of control and Liens.


5. Optional Redemption




     (a) At any time prior to September 15, 2014, the Company may redeem up to 35% of the aggregate
principal amount of the 2019 Notes issued under the Indenture (including any Additional Notes) at a
Redemption Price of 108.125% of the principal amount thereof, plus accrued and unpaid interest
thereon to the Redemption Date, subject to the rights of Holders of 2019 Notes on the relevant
Record Date to receive interest due on the relevant Interest Payment Date, with the net cash
proceeds of one or more Equity Offerings; provided that:




     (1) at least 65% of the aggregate principal amount of the 2019 Notes issued under the
Indenture (including any Additional 2019 Notes) remains outstanding immediately after the
occurrence of such redemption; and




     (2) the redemption must occur within 120 days of the date of the closing of such Equity
Offering.



     (b) At any time prior to September 15, 2015, the Company may redeem all or part of the 2019
Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii)
the Applicable Premium as of the Redemption Date, plus (iii) accrued and unpaid interest to the
Redemption Date, subject to the rights of Holders of Notes on the relevant Record Date to receive
interest due on the relevant Interest Payment Date.



     (c) On or after September 15, 2015, the Company may redeem all or a part of the 2019 Notes at
the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued
and unpaid interest thereon, to the applicable Redemption Date, subject to the rights of Holders of
2019 Notes on the relevant Record Date to receive interest due on the relevant Interest Payment
Date, if redeemed during the twelve-month period beginning on September 15 of the years indicated
below:



	 	 	 	 	 
	Year	 	Percentage	 
	2015
	 	 	104.063	%
	2016
	 	 	102.031	%
	2017 and thereafter
	 	 	100.000	%






A-1-7









 






6. Notice of Redemption




     At least 30 days but not more than 60 days before a Redemption Date of Notes, the Company
shall (i) mail a notice of redemption by first-class mail to each Holder whose Notes are to be
redeemed at its registered address contained in the Security Register or (ii) otherwise give notice
of redemption to each Holder in accordance with the procedures of DTC. If this Note is in a
denomination larger than $2,000 of principal amount it may be redeemed in part but only in integral
multiples of $1,000; provided that no such partial redemption shall reduce the portion of
the principal amount of a Note not redeemed to less than $2,000. In the event of a redemption of
less than all of the Notes, the Notes for redemption shall be chosen by the Trustee in accordance
with the Indenture. If this Note is redeemed subsequent to a Record Date with respect to any
Interest Payment Date specified above, then any accrued and unpaid interest shall be paid to the
Holder at the close of business on such Record Date. If money sufficient to pay the Redemption
Price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the
Redemption Date is deposited with the applicable Paying Agent on or before the Redemption Date and
certain other conditions are satisfied, interest ceases to accrue on such Notes (or such portions
thereof) called for redemption on or after such date.


7. Repurchase at the Option of Holders




     If a Change of Control (as defined in the Indenture) occurs, unless the Company has previously
or concurrently mailed or otherwise given a redemption notice with respect to all the outstanding
Notes pursuant to Section 3.1 of the Indenture, the Company must commence, within 30 days of the
occurrence of a Change of Control, and consummate, by the Payment Date, an Offer to Purchase for
all Notes then outstanding, at a purchase price in cash equal to 101% of the aggregate principal
amount of the Notes repurchased plus accrued and unpaid interest thereon, to the date of
repurchase, subject to the rights of Holders of Notes on the relevant Record Date to receive
interest due on the relevant Interest Payment Date. The Company shall purchase all Notes tendered
pursuant to the Offer to Purchase and not withdrawn in accordance with the procedures set forth in
such notice. The Offer to Purchase shall state, among other things, the procedures that Holders of
the Notes must follow to accept the Offer to Purchase.



     In accordance with the Indenture, if, as of the first day of any calendar month, the aggregate
amount of Excess Proceeds (as defined in the Indenture) totals at least $75.0 million, the Company
must make, not later than the fifteenth Business Day of such month, an Offer to Purchase to all
Holders of Notes and, if required by the terms of any Pari Passu Debt, all holders of such Pari
Passu Debt, to purchase the maximum principal amount of Notes and such other Pari Passu Debt that
may be purchased out of the Excess Proceeds. The offer price in any such Offer to Purchase shall be
equal to 100% of the principal amount of the Notes and such other Pari Passu Debt plus accrued and
unpaid interest to the date of purchase (or, in respect of such Pari Passu Debt, such lesser price
as may be provided by the terms of such Pari Passu Debt), subject to the rights of Holders of Notes
on the relevant Record Date to receive interest on the relevant Interest Payment Date, and shall be
payable in cash.



A-1-8









 




8. Denominations




     The Notes are in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The transfer of Notes may be registered, and Notes may be exchanged, as provided in the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.


9. Mandatory Redemption




     The Company shall not be required to make any mandatory redemption or sinking fund payments
with respect to the Notes. The Company may be required to offer to purchase the Notes pursuant to
Sections 4.6 and 4.7 of the Indenture. The Company and its Restricted Subsidiaries may at any time
and from time to time purchase Notes in the open market or otherwise.


10. Unclaimed Money




     All moneys paid by the Company or the Guarantors to the Trustee or a Paying Agent for the
payment of the principal of, or premium, if any, or interest on, any Notes that remain unclaimed
for two years (subject to Section 8.9 of the Indenture) after such principal, premium or interest
has become due and payable may be repaid to the Company or the Guarantors, subject to applicable
law, and the Holder of such Note thereafter may look only to the Company or the Guarantors for
payment thereof.


11. Discharge and Defeasance




     Subject to certain conditions, the Company at any time may terminate some or all of its
obligations and the obligations of the Guarantors under the Notes, the Note Guarantees and the
Indenture if the Company irrevocably deposits with the Trustee cash in U.S. dollars, non-callable
Government Securities, or a combination thereof for the payment of principal and interest on the
Notes to redemption or maturity, as the case may be.


12. Amendment, Supplement and Waiver




     Subject to certain exceptions, the Indenture or the Notes of this series may be amended or
supplemented with the consent of the Holders of at least a majority in principal amount of the then
outstanding Notes of this series, and any existing Default or Event of Default and its consequences
under the Indenture and compliance with any provision of the Indenture, any Note Guarantee or the
Notes of this series may be waived with respect to this series of Notes with the consent of the
Holders of a majority in principal amount of the then outstanding Notes of this series.


13. Defaults and Remedies




     The Notes have the Events of Default as set forth in Section 6.1 of the Indenture. If an
Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes of this series may declare all the Notes of this series to be



A-1-9









 




due and payable immediately by notice in writing to the Company specifying the Event of
Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the
Notes being due and payable immediately upon the occurrence of such Events of Default.




     Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably
satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of
the then outstanding Notes of this series may direct the Trustee in its exercise of any trust or
power with respect to this series. The Holders of a majority in aggregate principal amount of this
series of Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes of this series waive any existing Default or Event of Default and its consequences under
the Indenture with respect to this series of Notes except a continuing Default or Event of Default
in the payment of premium, interest on, or the principal of, this series of Notes. The above
description of Events of Default and remedies is qualified by reference, and subject in its
entirety, to the more complete description thereof contained in the Indenture.


14. Trustee Dealings with the Company




     Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal
with and collect obligations owed to it by the Company, the Guarantors or any of their 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.


15. No Recourse Against Others




     No director, officer, employee, incorporator, stockholder, member, manager or partner of the
Company or any Guarantor, as such, shall have any liability for any obligations of the Company or
the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes.


16. Authentication




     This Note shall not be valid until an authorized officer of the Trustee (or an authenticating
agent) manually signs the certificate of authentication on the other side of this Note.


17. Governing Law




     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



     The Company shall furnish to any Holder upon written request and without charge to the Holder
a copy of the Indenture. Requests may be made to:



A-1-10









 





Sealed Air Corporation

200 Riverfront Boulevard

Elmwood Park, New Jersey 07407

Attention: Legal Department






A-1-11









 








ASSIGNMENT FORM



To assign and transfer this Note, fill in the form below:



(I) or (the Company) assign and transfer this Note to



 



(Insert assignee’s social security or tax I.D. no.)



 



(Print or type assignee’s name, address and postal code)



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



Your Signature: ____________________
     (Sign exactly as your name appears on the other side of this
Note)



Signature Guaranty: ________________________________________________________



(Participant in a recognized signature guaranty medallion program)



Date:_________________________



Certifying Signature:




     In connection with any transfer of any Notes evidenced by this certificate occurring prior to
the date that is one year after the later of the date of original issuance of such Notes and the
last date, if any, on which the Notes were owned by the Company or any Affiliate of the Company,
the undersigned confirms that such Notes are being transferred in accordance with the transfer
restrictions set forth in such Notes and:


CHECK ONE BOX BELOW





	(1)	 	o to the Company or any Subsidiary thereof; or
	 
	(2)	 	o pursuant to and in compliance with Rule 144A under the U.S. Securities Act of
1933; or
	 
	(3)	 	o pursuant to and in compliance with Regulation S under the U.S. Securities Act
of 1933; or
	 
	(4)	 	o pursuant to another available exemption from the registration requirements of
the U.S. Securities Act of 1933; or




A-1-12









 






	(5)	 	o pursuant to an effective registration statement under the U.S. Securities Act
of 1933.





     Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the registered Holder thereof;
provided, however, that if box (2) is checked, by executing this form, the
Transferor is deemed to have certified that such Notes are being transferred to a person it
reasonably believes is a “qualified institutional buyer” as defined in Rule 144A under the U.S.
Securities Act of 1933 who has received notice that such transfer is being made in reliance on Rule
144A; if box (3) is checked, by executing this form, the Transferor is deemed to have certified
that such transfer is made pursuant to an offer and sale that occurred outside the United States in
compliance with Regulation S under the U.S. Securities Act of 1933; and if box (4) is checked, the
Trustee may require, prior to registering any such transfer of the Notes, such legal opinions,
certifications and other information as the Company reasonably requests 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 U.S. Securities Act of 1933.


Signature: _______________________



Signature Guaranty:



_____________________



(Participant in a recognized signature guaranty medallion program)



Certifying Signature: __________________ Date:______________________



Signature Guaranty: _________________________



(Participant in a recognized signature guaranty medallion program)]






A-1-13









 








OPTION OF THE HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note or a portion thereof repurchased pursuant to Section
4.6 or 4.7 of the Indenture, check the appropriate box below:



     o Section 4.6 o Section 4.7



     If the purchase is in part, indicate the portion (in denominations of $2,000 or any integral
multiple of $1,000 in excess thereof) to be purchased:



	 	 	 	 	 	 

	 

	 	Your signature:	 	 	 
	 
	 	 	(Sign exactly as your name appears on the other side of this Note)	 
	 
	 

	 	Date:	 	 	 
	 
	 

	 	Certifying Signature:	 	 	 
	 

	 	 	 	 	 





A-1-14









 






SCHEDULE A2

SCHEDULE OF PRINCIPAL AMOUNT



The following decreases/increases in the principal amount of this Security have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 	 
	 	 	 	 	 	 	Amount	 	 
	Date of	 	Decrease in	 	Increase in	 	Following such	 	Notation Made
	Decrease/	 	Principal	 	Principal	 	Decrease/	 	by or on Behalf
	Increase	 	Amount	 	Amount	 	Increase	 	of Registrar
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 







 




			
	2	 	Insert in Global Notes only.




A-1-15









 










EXHIBIT A-2




[FORM OF FACE OF 2021 NOTE]




     [Include if Global Note — UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NOMINEE 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 IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.



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



     THIS GLOBAL NOTE AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS GLOBAL
NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN
PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF
THIS GLOBAL NOTE SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR
SUPPLEMENT.]



     THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) OR ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT
A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT OFFER, RESELL, PLEDGE OR
OTHERWISE TRANSFER (EACH A “TRANSFER”) THIS SECURITY EXCEPT: (I) (A) TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (B) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904



A-2-1









 




OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER) OR (E) TO SEALED AIR CORPORATION OR ANY SUBSIDIARY THEREOF;
AND (II) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND
OTHER APPLICABLE JURISDICTIONS; (3) AGREES THAT PRIOR TO ANY TRANSFER (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE (2)(I)(D) ABOVE) IT WILL FURNISH TO THE REGISTRAR AND SEALED AIR CORPORATION
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY, THE HOLDER MUST COMPLETE THE
APPROPRIATE CERTIFICATES REQUIRED BY THE INDENTURE RELATING TO THE MANNER OF SUCH TRANSFER AND
SUBMIT SUCH CERTIFICATES TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
UPON ANY TRANSFER OF THE SECURITIES THAT IS AFTER (X) THE DATE WHICH IS [IN THE CASE OF RULE 144A
NOTES: ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT
OR ANY SUCCESSOR PROVISION THEREUNDER)] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DATE ON
WHICH SEALED AIR CORPORATION OR ANY AFFILIATE OF SEALED AIR CORPORATION WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED
BY APPLICABLE LAW. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES,” AND “U.S.
PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN
VIOLATION OF THE FOREGOING RESTRICTIONS.




     BY ITS ACQUISITION OR ACCEPTANCE HEREOF OR ANY INTEREST HEREIN, THE HOLDER HEREOF OR OF SUCH
INTEREST REPRESENTS THAT EITHER (I) NO ASSETS OF ANY EMPLOYEE BENEFIT PLANS THAT ARE SUBJECT TO
TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), PLANS,
INDIVIDUAL RETIREMENT ACCOUNTS AND OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S.
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL,
STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR
THE CODE (COLLECTIVELY, “SIMILAR LAWS”), AND ENTITIES WHOSE UNDERLYING ASSETS



A-2-2









 




ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN DEPARTMENT OF LABOR REGULATION 29
C.F.R. SECTION 2510.3-101, MODIFIED BY SECTION 3(42) OF ERISA) OF ANY SUCH PLAN, ACCOUNT OR
ARRANGEMENT (EACH, A “PLAN”) OR A NON-U.S., GOVERNMENTAL OR CHURCH PLAN HAVE BEEN USED TO ACQUIRE
THE NOTES OR AN INTEREST THEREIN OR (II) THE PURCHASE AND HOLDING OF SUCH NOTES OR AN INTEREST
THEREIN BY THE PURCHASER DOES NOT CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE, OR VIOLATION OF ANY SIMILAR FEDERAL, STATE, LOCAL, NON-U.S.
OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE.







A-2-3









 








SEALED AIR CORPORATION

8.375% SENIOR NOTE DUE 2021




No._____

[If Restricted Global Note — CUSIP Number 81211K AR1; ISIN Number US81211KAR14]

[If Regulation S Global Note — CUSIP Number U81193 AJ0; ISIN Number USU81193AJ09]




     Sealed Air Corporation, a corporation incorporated under the laws of Delaware, for value
received promises to pay to Cede & Co. or registered assigns the principal sum of _______________
AND NO/100 DOLLARS ($ ), [as revised by Schedule A attached hereto,]3 on September 15,
2021.



     From October 3, 2011, or from the most recent interest payment date to which interest has been
paid or provided for, cash interest on this Note will accrue at 8.375% per annum, payable
semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2012, to
the Person in whose name this Note (or any predecessor Note) is registered at the close of business
on the preceding March 1 or September 1, as the case may be.



     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature of an authorized signatory, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any purpose.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof and to the provisions of the Indenture, which provisions shall for all purposes have the
same effect as if set forth at this place.





 




			
	3	 	Insert in Global Notes only.




A-2-4









 










     IN WITNESS WHEREOF, Sealed Air Corporation has caused this Note to be signed manually or by
facsimile by its duly authorized signatory.


Dated: _________________




	 	 	 	 	 
	 	SEALED AIR CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Signatory 	 
	 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION
HSBC 

Bank USA, National Association,


as Trustee, certifies that this is one of the Notes referred to in the Indenture.




	 	 	 	 	 
	 	 
	By:  	 	 
	 	Authorized Officer 	 



Dated: _________________







A-2-5









 








[FORM OF REVERSE SIDE OF 2021 NOTE]

8.375% Senior Note Due 2021



1. Interest





     Sealed Air Corporation, a corporation incorporated under the laws of Delaware, (such
corporation, and its successors and assigns under the Indenture hereinafter referred to, being
herein called the “Company”), for value received promises to pay interest on the principal
amount of this Note from October 3, 2011, at the rate per annum shown above. Interest shall be
computed on the basis of a 360-day year comprising twelve 30-day months. The Company shall pay
interest on overdue principal at the interest rate borne by the Notes, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful.


2. Method of Payment




     The Company shall pay interest on this Note (except defaulted interest) to the persons who are
registered Holders of this Note at the close of business on the Record Date for the next Interest
Payment Date even if this Note is cancelled after the Record Date and on or before the Interest
Payment Date. The Company shall pay principal and interest in U.S. dollars in immediately
available funds that at the time of payment is legal tender for payment of public and private
debts. If a Holder has given wire transfer instructions to the Company at least 10 Business Days
prior to the applicable payment date, the Company shall pay all principal, interest and premium, if
any, on such Holder’s Notes in accordance with such instructions. All other payments on Notes shall
be made at the office or agency of the Paying Agent and Registrar within the City and State of New
York unless the Company elects to make interest payments by check mailed to the Holders at their
addresses set forth in the applicable register of Holders; provided that all payments of
principal, premium, if any, and interest, with respect to the Global Notes registered in the name
of or held by DTC or its nominee shall be made by wire transfer of immediately available funds to
the account specified by DTC.



     The amount of payments in respect of interest on each Interest Payment Date shall correspond
to the aggregate principal amount of Notes represented by the Regulation S Global Note and the
Restricted Global Note, as established by the Registrar at the close of business on the relevant
Record Date. Payments of principal shall be made upon surrender of the Regulation S Global Note
and the Restricted Global Note to the Paying Agent.


3. Paying Agent and Registrar




     Initially, HSBC Bank USA, National Association or one of its affiliates shall act as Paying
Agent and Registrar. The Company or any of its Subsidiaries incorporated in the United States may
act as Paying Agent, Registrar or co-Registrar.


4. Indenture




     The Company issued this Note under an indenture dated as of October 3, 2011 (the
“Indenture”), among the Company, the Guarantors and HSBC Bank USA, National Association, as
trustee (the “Trustee”). The terms of this Note include those stated in the Indenture and
those



A-2-6









 




made part of the Indenture by express reference to the TIA. Terms defined in the Indenture
and not defined herein have the meanings ascribed thereto in the Indenture. This Note is subject
to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those
terms. To the extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling.




     This Note is a senior obligation of the Company. The Indenture imposes certain limitations on
the Company, the Guarantors and their affiliates, including, without limitation, limitations on the
incurrence of indebtedness and issuance of stock, the payment of dividends and other payment
restrictions affecting the Company and its subsidiaries, the sale of assets, transactions with and
among affiliates of the Company and the Restricted Subsidiaries, change of control and Liens.


5. Optional Redemption




     (a) At any time prior to September 15, 2014, the Company may redeem up to 35% of the aggregate
principal amount of the 2021 Notes issued under the Indenture (including any Additional Notes) at a
Redemption Price of 108.375% of the principal amount thereof, plus accrued and unpaid interest
thereon to the Redemption Date, subject to the rights of Holders of 2021 Notes on the relevant
Record Date to receive interest due on the relevant Interest Payment Date, with the net cash
proceeds of one or more Equity Offerings; provided that:




     (1) at least 65% of the aggregate principal amount of the 2021 Notes issued under the
Indenture (including any Additional 2021 Notes) remains outstanding immediately after the
occurrence of such redemption; and




     (2) the redemption must occur within 120 days of the date of the closing of such Equity
Offering.



     (b) At any time prior to September 15, 2016, the Company may redeem all or part of the 2021
Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii)
the Applicable Premium as of the Redemption Date, plus (iii) accrued and unpaid interest to the
Redemption Date, subject to the rights of Holders of Notes on the relevant Record Date to receive
interest due on the relevant Interest Payment Date.



     (c) On or after September 15, 2016, the Company may redeem all or a part of the 2021 Notes at
the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued
and unpaid interest thereon, to the applicable Redemption Date, subject to the rights of Holders of
2021 Notes on the relevant Record Date to receive interest due on the relevant Interest Payment
Date, if redeemed during the twelve-month period beginning on September 15 of the years indicated
below:



A-2-7









 





	 	 	 	 	 
	Year	 	Percentage	 
	2016
	 	 	104.188	%
	2017
	 	 	102.792	%
	2018
	 	 	101.396	%
	2019 and thereafter
	 	 	100.000	%






6. Notice of Redemption




     At least 30 days but not more than 60 days before a Redemption Date of Notes, the Company
shall (i) mail a notice of redemption by first-class mail to each Holder whose Notes are to be
redeemed at its registered address contained in the Security Register or (ii) otherwise give notice
of redemption to each Holder in accordance with the procedures of DTC. If this Note is in a
denomination larger than $2,000 of principal amount it may be redeemed in part but only in integral
multiples of $1,000; provided that no such partial redemption shall reduce the portion of
the principal amount of a Note not redeemed to less than $2,000. In the event of a redemption of
less than all of the Notes, the Notes for redemption shall be chosen by the Trustee in accordance
with the Indenture. If this Note is redeemed subsequent to a Record Date with respect to any
Interest Payment Date specified above, then any accrued and unpaid interest shall be paid to the
Holder at the close of business on such Record Date. If money sufficient to pay the Redemption
Price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the
Redemption Date is deposited with the applicable Paying Agent on or before the Redemption Date and
certain other conditions are satisfied, interest ceases to accrue on such Notes (or such portions
thereof) called for redemption on or after such date.


7. Repurchase at the Option of Holders




     If a Change of Control (as defined in the Indenture) occurs, unless the Company has previously
or concurrently mailed or otherwise given a redemption notice with respect to all the outstanding
Notes pursuant to Section 3.1 of the Indenture, the Company must commence, within 30 days of the
occurrence of a Change of Control, and consummate, by the Payment Date, an Offer to Purchase for
all Notes then outstanding, at a purchase price in cash equal to 101% of the aggregate principal
amount of the Notes repurchased plus accrued and unpaid interest thereon, to the date of
repurchase, subject to the rights of Holders of Notes on the relevant Record Date to receive
interest due on the relevant Interest Payment Date. The Company shall purchase all Notes tendered
pursuant to the Offer to Purchase and not withdrawn in accordance with the procedures set forth in
such notice. The Offer to Purchase shall state, among other things, the procedures that Holders of
the Notes must follow to accept the Offer to Purchase.



     In accordance with the Indenture, if, as of the first day of any calendar month, the aggregate
amount of Excess Proceeds (as defined in the Indenture) totals at least $75.0 million, the Company
must make, not later than the fifteenth Business Day of such month, an Offer to Purchase to all
Holders of Notes and, if required by the terms of any Pari Passu Debt, all holders of such Pari
Passu Debt, to purchase the maximum principal amount of Notes and such other Pari Passu Debt that
may be purchased out of the Excess Proceeds. The offer price in any such Offer to Purchase shall be
equal to 100% of the principal amount of the Notes and such other



A-2-8









 




Pari Passu Debt plus accrued and unpaid interest to the date of purchase (or, in respect of
such Pari Passu Debt, such lesser price as may be provided by the terms of such Pari Passu Debt),
subject to the rights of Holders of Notes on the relevant Record Date to receive interest on the
relevant Interest Payment Date, and shall be payable in cash.



8. Denominations




     The Notes are in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The transfer of Notes may be registered, and Notes may be exchanged, as provided in the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.


9. Mandatory Redemption




     The Company shall not be required to make any mandatory redemption or sinking fund payments
with respect to the Notes. The Company may be required to offer to purchase the Notes pursuant to
Sections 4.6 and 4.7 of the Indenture. The Company and its Restricted Subsidiaries may at any time
and from time to time purchase Notes in the open market or otherwise.


10. Unclaimed Money




     All moneys paid by the Company or the Guarantors to the Trustee or a Paying Agent for the
payment of the principal of, or premium, if any, or interest on, any Notes that remain unclaimed
for two years (subject to Section 8.9 of the Indenture) after such principal, premium or interest
has become due and payable may be repaid to the Company or the Guarantors, subject to applicable
law, and the Holder of such Note thereafter may look only to the Company or the Guarantors for
payment thereof.


11. Discharge and Defeasance




     Subject to certain conditions, the Company at any time may terminate some or all of its
obligations and the obligations of the Guarantors under the Notes, the Note Guarantees and the
Indenture if the Company irrevocably deposits with the Trustee cash in U.S. dollars, non-callable
Government Securities, or a combination thereof for the payment of principal and interest on the
Notes to redemption or maturity, as the case may be.


12. Amendment, Supplement and Waiver




     Subject to certain exceptions, the Indenture or the Notes of this series may be amended or
supplemented with the consent of the Holders of at least a majority in principal amount of the then
outstanding Notes of this series, and any existing Default or Event of Default and its consequences
under the Indenture and compliance with any provision of the Indenture, any Note Guarantee or the
Notes of this series may be waived with respect to this series of Notes with the consent of the
Holders of a majority in principal amount of the then outstanding Notes of this series.



A-2-9









 




13. Defaults and Remedies




     The Notes have the Events of Default as set forth in Section 6.1 of the Indenture. If an
Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes of this series may declare all the Notes of this series to be
due and payable immediately by notice in writing to the Company specifying the Event of Default.
Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes
being due and payable immediately upon the occurrence of such Events of Default.



     Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably
satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of
the then outstanding Notes of this series may direct the Trustee in its exercise of any trust or
power with respect to this series. The Holders of a majority in aggregate principal amount of this
series of Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes of this series waive any existing Default or Event of Default and its consequences under
the Indenture with respect to this series of Notes except a continuing Default or Event of Default
in the payment of premium, interest on, or the principal of, this series of Notes. The above
description of Events of Default and remedies is qualified by reference, and subject in its
entirety, to the more complete description thereof contained in the Indenture.


14. Trustee Dealings with the Company




     Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal
with and collect obligations owed to it by the Company, the Guarantors or any of their 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.


15. No Recourse Against Others




     No director, officer, employee, incorporator, stockholder, member, manager or partner of the
Company or any Guarantor, as such, shall have any liability for any obligations of the Company or
the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes.


16. Authentication




     This Note shall not be valid until an authorized officer of the Trustee (or an authenticating
agent) manually signs the certificate of authentication on the other side of this Note.


17. Governing Law




     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



A-2-10









 





     The Company shall furnish to any Holder upon written request and without charge to the Holder
a copy of the Indenture. Requests may be made to:



Sealed Air Corporation

200 Riverfront Boulevard

Elmwood Park, New Jersey 07407

Attention: Legal Department






A-2-11









 








ASSIGNMENT FORM



To assign and transfer this Note, fill in the form below:



(I) or (the Company) assign and transfer this Note to



__________________________________________________________



(Insert assignee’s social security or tax I.D. no.)



__________________________________________________________



(Print or type assignee’s name, address and postal code)



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



Your Signature: ____________________ 

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



Signature Guaranty: ________________________________________________________



(Participant in a recognized signature guaranty medallion program)



Date:__________________________________________________



Certifying Signature:




     In connection with any transfer of any Notes evidenced by this certificate occurring prior to
the date that is one year after the later of the date of original issuance of such Notes and the
last date, if any, on which the Notes were owned by the Company or any Affiliate of the Company,
the undersigned confirms that such Notes are being transferred in accordance with the transfer
restrictions set forth in such Notes and:


CHECK ONE BOX BELOW





	(1)	 	o to the Company or any Subsidiary thereof; or
	 
	(2)	 	o pursuant to and in compliance with Rule 144A under the U.S. Securities Act of
1933; or
	 
	(3)	 	o pursuant to and in compliance with Regulation S under the U.S. Securities Act
of 1933; or
	 
	(4)	 	 o pursuant to another available exemption from the registration requirements of
the U.S. Securities Act of 1933; or




A-2-12









 






	(5)	 	o pursuant to an effective registration statement under the U.S. Securities Act
of 1933.





     Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the registered Holder thereof;
provided, however, that if box (2) is checked, by executing this form, the
Transferor is deemed to have certified that such Notes are being transferred to a person it
reasonably believes is a “qualified institutional buyer” as defined in Rule 144A under the U.S.
Securities Act of 1933 who has received notice that such transfer is being made in reliance on Rule
144A; if box (3) is checked, by executing this form, the Transferor is deemed to have certified
that such transfer is made pursuant to an offer and sale that occurred outside the United States in
compliance with Regulation S under the U.S. Securities Act of 1933; and if box (4) is checked, the
Trustee may require, prior to registering any such transfer of the Notes, such legal opinions,
certifications and other information as the Company reasonably requests 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 U.S. Securities Act of 1933.


Signature: _______________________



Signature Guaranty:



___________________________________________________



(Participant in a recognized signature guaranty medallion program)



Certifying Signature: __________________ Date:______________________



Signature Guaranty: _________________________




(Participant in a recognized signature guaranty medallion program)]



A-2-13









 





OPTION OF THE HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note or a portion thereof repurchased pursuant to Section
4.6 or 4.7 of the Indenture, check the appropriate box below:



      o Section 4.6  o Section 4.7



     If the purchase is in part, indicate the portion (in denominations of $2,000 or any integral
multiple of $1,000 in excess thereof) to be purchased:



	 	 	 	 	 	 

	 

	 	Your signature:	 	 	 
	 
	 	 	(Sign exactly as your name appears on the other side of this Note)	 
	 
	 

	 	Date:	 	 	 
	 
	 

	 	Certifying Signature:	 	 	 
	 

	 	 	 	 	 





A-2-14









 






SCHEDULE A4

SCHEDULE OF PRINCIPAL AMOUNT



The following decreases/increases in the principal amount of this Security have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 	 
	Date of	 	Decrease in	 	Increase in	 	Amount	 	Notation Made
	Decrease/	 	Principal	 	Principal	 	Following such	 	by or on Behalf
	Increase	 	Amount	 	Amount	 	Decrease/Increase	 	of Registrar
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 







 




			
	4	 	Insert in Global Notes only.




A-2-15









 










EXHIBIT B-1

2019 NOTE FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED 

GLOBAL NOTE TO REGULATION S GLOBAL NOTE *



(Transfers pursuant to Section 2.6(a)(ii) of the Indenture)




HSBC Bank USA, National Association, as Transfer Agent

452 Fifth Avenue



New York, New York 10018



Attn: Corporate Trust



Re: 8.125% Senior Notes Due 2019 (the “2019 Notes”)




     Reference is hereby made to the Indenture dated as of October 3, 2011 (the
“Indenture”) among Sealed Air Corporation, as the Company, the Guarantors named therein and
HSBC Bank USA, National Association, as Trustee. Capitalized terms used but not defined herein
shall have the meanings given them in the Indenture.



     This letter relates to $____________ aggregate principal amount of 2019 Notes that are held as
a beneficial interest in the form of the Restricted Global Note (CUSIP No. 81211K AQ3; ISIN No.
US81211KAQ31) with the Depositary in the name of [name of transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such beneficial interest for an equivalent
beneficial interest in the Regulation S Global Note (CUSIP No. U81193 AG6; ISIN No. USU81193AG69).



     In connection with such request, the Transferor does hereby certify that such transfer has
been effected in accordance with the transfer restrictions set forth in the 2019 Notes and:




	 	(a)	 	with respect to transfers made in reliance on Regulation S (“Regulation
S”) under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), does certify that:






     (i) the offer of the 2019 Notes was not made to a person in the United States;




     (ii) either (i) at the time the buy order is originated the transferee is
outside the United States or the Transferor and any person acting on its behalf
reasonably believe that the transferee is outside the United States or; (ii) the
transaction was executed in, on or through the facilities of a designated offshore
securities market described in paragraph (b) of Rule 902 of Regulation S and neither
the Transferor nor any person acting on its behalf knows that the transaction was
pre-arranged with a buyer in the United States;



B-1-1









 






     (iii) no directed selling efforts have been made in the United States by the
Transferor, an affiliate thereof or any person their behalf in contravention of the
requirements of Rule 903 or 904 of Regulation S, as applicable;




     (iv) the transaction is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act; and




     (v) the Transferor is not the Company, a distributor of the 2019 Notes, an
affiliate of the Company or any such distributor (except any officer or director who
is an affiliate solely by virtue of holding such position) or a person acting on
behalf of any of the foregoing.




	 	(b)	 	with respect to transfers made in reliance on Rule 144 the Transferor certifies
that the 2019 Notes are being transferred in a transaction permitted by Rule 144 under
the U.S. Securities Act.





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



	 	 	 	 	 	 

	 	 	[Name of Transferor]
	 

	 	By:	 	 	 
	 

	 	 	  	 
	 

	 		Name: 	 	 
	 

	 		Title: 	 	 
	 

	 		Date:	 	 







	cc: 	 	 Sealed Air Corporation

200 Riverfront Boulevard

Elmwood Park, New Jersey 07407
	 
	 	 	Attn: Legal Department







 




			
	*	 	If the 2019 Note is a Definitive 2019 Note, appropriate changes need to be made to the form
of this transfer certificate.




B-1-2









 










EXHIBIT B-2

2021 NOTE FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED

 GLOBAL NOTE TO REGULATION S
GLOBAL NOTE *



(Transfers pursuant to Section 2.6(a)(ii) of the Indenture)




HSBC Bank USA, National Association, as Transfer Agent

452 Fifth Avenue

New York, New York 10018



Attn: Corporate Trust



Re: 8.375% Senior Notes Due 2021 (the “2021 Notes”)




     Reference is hereby made to the Indenture dated as of October 3, 2011 (the
“Indenture”) among Sealed Air Corporation, as the Company, the Guarantors named therein and
HSBC Bank USA, National Association, as Trustee. Capitalized terms used but not defined herein
shall have the meanings given them in the Indenture.



     This letter relates to $____________ aggregate principal amount of 2021 Notes that are held as
a beneficial interest in the form of the Restricted Global Note (CUSIP No. 81211K AR1; ISIN No.
US81211KAR14) with the Depositary in the name of [name of transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such beneficial interest for an equivalent
beneficial interest in the Regulation S Global Note (CUSIP No. U81193 AJ0; ISIN No. USU81193AJ09).



     In connection with such request, the Transferor does hereby certify that such transfer has
been effected in accordance with the transfer restrictions set forth in the 2021 Notes and:




	 	(a)	 	with respect to transfers made in reliance on Regulation S (“Regulation
S”) under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), does certify that:






     (i) the offer of the 2021 Notes was not made to a person in the United States;




     (ii) either (i) at the time the buy order is originated the transferee is
outside the United States or the Transferor and any person acting on its behalf
reasonably believe that the transferee is outside the United States or; (ii) the
transaction was executed in, on or through the facilities of a designated offshore
securities market described in paragraph (b) of Rule 902 of Regulation S and neither
the Transferor nor any person acting on its behalf knows that the transaction was
pre-arranged with a buyer in the United States;



B-2-1









 






     (iii) no directed selling efforts have been made in the United States by the
Transferor, an affiliate thereof or any person their behalf in contravention of the
requirements of Rule 903 or 904 of Regulation S, as applicable;




     (iv) the transaction is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act; and




     (v) the Transferor is not the Company, a distributor of the 2021 Notes, an
affiliate of the Company or any such distributor (except any officer or director who
is an affiliate solely by virtue of holding such position) or a person acting on
behalf of any of the foregoing.




	 	(b)	 	with respect to transfers made in reliance on Rule 144 the Transferor certifies
that the 2021 Notes are being transferred in a transaction permitted by Rule 144 under
the U.S. Securities Act.





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



	 	 	 	 	 	 

	 	 	[Name of Transferor]	 
	 

	 	By:	 	 	 
	 

	 	 	 	 
	 

	 	 	Name:	 	 
	 

	 	 	Title:	 	 
	 

	 	 	Date:	 	 







	 	 	cc: Sealed Air Corporation


200 Riverfront Boulevard


Elmwood Park, New Jersey 07407
	 
	 	 	Attn: Legal Department







 




			
	*	 	If the 2021 Note is a Definitive 2021 Note, appropriate changes need to be made to the form of
this transfer certificate.




B-2-2









 










EXHIBIT C-1

2019 NOTE FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM REGULATION S

GLOBAL NOTE TO RESTRICTED GLOBAL NOTE



(Transfers pursuant to Section 2.6(a)(iii) of the Indenture)




HSBC Bank USA, National Association, as Transfer Agent

452 Fifth Avenue

New York, New York 10018



Attn: Corporate Trust



Re: 8.125% Senior Notes Due 2019 (the “2019 Notes”)




     Reference is hereby made to the Indenture dated as of October 3, 2011 (the “Indenture”) among
Sealed Air Corporation, as the Company, the Guarantors named therein and HSBC Bank USA, National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings
given them in the Indenture.



     This letter relates to $__________ aggregate principal amount of 2019 Notes that are held in
the form of the Regulation S Global Note with the Depositary (CUSIP No. U81193 AG6; ISIN No.
USU81193AG69) in the name of [name of transferor] (the “Transferor”) to effect the transfer
of the 2019 Notes in exchange for an equivalent beneficial interest in the Restricted Global Note
(CUSIP No. 81211K AQ3; ISIN No. US81211KAQ31).



     In connection with such request, and in respect of such 2019 Notes the Transferor does hereby
certify that such 2019 Notes are being transferred in accordance with the transfer restrictions set
forth in the 2019 Notes and that:



     CHECK ONE BOX BELOW:




	 	o	 	the Transferor is relying on Rule 144A under the United States Securities Act of
1933, as amended (the “Securities Act”) for exemption from such Act’s
registration requirements; it is transferring such 2019 Notes 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, and to whom the Transferor has given notice that the transfer is made in
reliance on Rule 144A and the transfer is being made in accordance with any
applicable securities laws of any state of the United States; or
	 
	 	o	 	the Transferor is relying on an exemption other than Rule 144A from the registration
requirements of the Securities Act, subject to the Company’s and the Trustee’s right
prior to any such offer, sale or transfer to require the delivery of an




C-1-1









 






	 	 	 	Opinion of Counsel, certification and/or other information satisfactory to each of
them.





     You, the Company, the Guarantors and the Trustee 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.



	 	 	 	 	 	 

	 	 	[Name of Transferor]
	 
	 

	 	By: 	 	 
	 

	 	 	 
	 

	 	 	Name:	 
	 

	 	 	Title:	 
	 

	 	 	Dated:	 







	 	 	cc: Sealed Air Corporation


200 Riverfront Boulevard


Elmwood Park, New Jersey 07407
	 
	 	 	Attn: Legal Department




C-1-2









 











EXHIBIT C-2

2021 NOTE FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM REGULATION 

S GLOBAL NOTE TO RESTRICTED
GLOBAL NOTE



(Transfers pursuant to Section 2.6(a)(iii) of the Indenture)




HSBC Bank USA, National Association, as Transfer Agent

452 Fifth Avenue

New York, New York 10018



Attn: Corporate Trust



Re: 8.375% Senior Notes Due 2021 (the “2021 Notes”)




     Reference is hereby made to the Indenture dated as of October 3, 2011 (the “Indenture”) among
Sealed Air Corporation, as the Company, the Guarantors named therein and HSBC Bank USA, National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings
given them in the Indenture.



     This letter relates to $__________ aggregate principal amount of 2021 Notes that are held in
the form of the Regulation S Global Note with the Depositary (CUSIP No. U81193 AJ0; ISIN No.
USU81193AJ09) in the name of [name of transferor] (the “Transferor”) to effect the transfer
of the 2021 Notes in exchange for an equivalent beneficial interest in the Restricted Global Note
(CUSIP No. 81211K AR1; ISIN No. US81211KAR14).



     In connection with such request, and in respect of such 2021 Notes the Transferor does hereby
certify that such 2021 Notes are being transferred in accordance with the transfer restrictions set
forth in the 2021 Notes and that:



     CHECK ONE BOX BELOW:




	 	o	 	the Transferor is relying on Rule 144A under the United States Securities Act of
1933, as amended (the “Securities Act”) for exemption from such Act’s
registration requirements; it is transferring such 2021 Notes 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, and to whom the Transferor has given notice that the transfer is made in
reliance on Rule 144A and the transfer is being made in accordance with any
applicable securities laws of any state of the United States; or
	 
	 	o	 	the Transferor is relying on an exemption other than Rule 144A from the registration
requirements of the Securities Act, subject to the Company’s and the Trustee’s right
prior to any such offer, sale or transfer to require the delivery of an




C-2-1









 






	 	 	 	Opinion of Counsel, certification and/or other information satisfactory to each of
them.





     You, the Company, the Guarantors and the Trustee 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.



	 	 	 	 	 	 

	 

	 	[Name of Transferor]

	 
	 

	 	By: 	 	 
	 

	 	 	 
	 

	 	 	Name:	 
	 

	 	 	Title:	 
	 

	 	 	Dated:	 







	 	 	cc: Sealed Air Corporation

200 Riverfront Boulevard


Elmwood Park, New Jersey 07407
	 
	 	 	Attn: Legal Department






C-2-2