Exhibit 4.1


 


EXECUTION COPY


 




 





 


SEALED AIR
CORPORATION


 


As Issuer


 


to


 


SUNTRUST BANK


 


As Trustee


 












 


Indenture


 


Dated as of July 1, 2003


 












 


 


55/8%
SENIOR NOTES DUE 2013


 


67/8%
SENIOR NOTES DUE 2033




 





 

















 


TABLE OF CONTENTS


 


	
  Parties

  	
   

  
	
  Recitals

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  ONE

  
	
   

  	
   

  
	
  Definitions and Other Provisions

  of General Application

  
	
   

  	
   

  
	
  SECTION 101.  Definitions

  	
   

  
	
  5 5/8% Notes

  	
   

  
	
  6 7/8% Notes

  	
   

  
	
  Accounts Receivable

  	
   

  
	
  Act

  	
   

  
	
  Additional Securities

  	
   

  
	
  Affiliate

  	
   

  
	
  Agent Member

  	
   

  
	
  Applicable Procedures

  	
   

  
	
  Authenticating Agent

  	
   

  
	
  Board of Directors

  	
   

  
	
  Board Resolution

  	
   

  
	
  Business Day

  	
   

  
	
  Capital Lease

  	
   

  
	
  Clearstream

  	
   

  
	
  Commission

  	
   

  
	
  Company

  	
   

  
	
  Company Order

  	
   

  
	
  Company Request

  	
   

  
	
  Comparable Treasury Issue

  	
   

  
	
  Comparable Treasury Price

  	
   

  
	
  Consolidated Assets

  	
   

  
	
  Consolidated Net Tangible Assets

  	
   

  
	
  Corporate Trust Office

  	
   

  
	
  Corporation

  	
   

  
	
  Credit Agreements

  	
   

  
	
  Defaulted Interest

  	
   

  
	
  Depositary

  	
   

  
	
  Domestic Subsidiary

  	
   

  
	
  DTC

  	
   

  
	
  Euroclear

  	
   

  
	
  Event of Default

  	
   

  
	
  Exchange Act

  	
   

  



 












NOTE:  This table of contents shall not, for any
reason, be deemed to be a part of this Indenture.


 


i

















 


	
  Expiration Date

  	
   

  
	
  Foreign Subsidiary

  	
   

  
	
  Funded Debt

  	
   

  
	
  GAAP

  	
   

  
	
  Global Security

  	
   

  
	
  Holder

  	
   

  
	
  Indebtedness

  	
   

  
	
  Indenture

  	
   

  
	
  Independent Investment Banker

  	
   

  
	
  Initial Purchasers

  	
   

  
	
  Initial Regulation S Securities

  	
   

  
	
  Interest Payment Date

  	
   

  
	
  Issue Date

  	
   

  
	
  Lien

  	
   

  
	
  Material Subsidiary

  	
   

  
	
  Maturity

  	
   

  
	
  Notice of Default

  	
   

  
	
  Officers’ Certificate

  	
   

  
	
  Opinion of Counsel

  	
   

  
	
  Original Securities

  	
   

  
	
  Other Securities

  	
   

  
	
  Outstanding

  	
   

  
	
  Paying Agent

  	
   

  
	
  Permitted Encumbrances

  	
   

  
	
  Permitted Receivables Financing

  	
   

  
	
  Person

  	
   

  
	
  Predecessor Security

  	
   

  
	
  Principal Property

  	
   

  
	
  Purchase Agreement

  	
   

  
	
  Redemption Date

  	
   

  
	
  Reference Treasury Dealer

  	
   

  
	
  Reference Treasury Dealer Quotations

  	
   

  
	
  Regular Record Date

  	
   

  
	
  Regulation S

  	
   

  
	
  Regulation S Certificate

  	
   

  
	
  Regulation S Global Security

  	
   

  
	
  Regulation S Legend

  	
   

  
	
  Regulation S Securities

  	
   

  
	
  Restricted Global Security

  	
   

  
	
  Restricted Period

  	
   

  
	
  Restricted Securities

  	
   

  
	
  Restricted Securities Certificate

  	
   

  
	
  Restricted Securities Legend

  	
   

  
	
  Restricted Subsidiary

  	
   

  
	
  Rule 144A

  	
   

  
	
  Rule 144A Securities

  	
   

  



 


ii

















 


	
  Sale and Leaseback Transaction

  	
   

  
	
  Securities

  	
   

  
	
  Securities Act

  	
   

  
	
  Securities Act Legend

  	
   

  
	
  Security Register

  	
   

  
	
  Security Registrar

  	
   

  
	
  Special Record Date

  	
   

  
	
  Stated Maturity

  	
   

  
	
  Subsidiary

  	
   

  
	
  Subsidiary Guarantee

  	
   

  
	
  Subsidiary Guarantor

  	
   

  
	
  Treasury Rate

  	
   

  
	
  Trust Indenture Act

  	
   

  
	
  Trustee

  	
   

  
	
  Unrestricted Securities Certificate

  	
   

  
	
  U.S. Government Obligations

  	
   

  
	
  Vice President

  	
   

  
	
  SECTION 102.

  	
  Compliance Certificates and Opinions

  
	
  SECTION 103.

  	
  Form of Documents Delivered to Trustee

  
	
  SECTION 104.

  	
  Acts of Holders; Record Dates

  
	
  SECTION 105.

  	
  Notices, Etc., to Trustee, Company and Subsidiary
  Guarantors

  
	
  SECTION 106.

  	
  Notice to Holders; Waiver

  
	
  SECTION 107.

  	
  Effect of Headings and Table of Contents

  
	
  SECTION 108.

  	
  Successors and Assigns

  
	
  SECTION 109.

  	
  Separability Clause

  
	
  SECTION 110.

  	
  Benefits of Indenture

  
	
  SECTION 111.

  	
  Governing Law

  
	
  SECTION 112.

  	
  Legal Holidays

  
	
  SECTION 113.

  	
  Confidentiality

  
	
   

  	
   

  
	
  ARTICLE
  TWO

  
	
   

  
	
  Security
  Forms

  
	
   

  	
   

  
	
  SECTION 201.

  	
  Forms Generally; Initial Forms of Rule
  144A, Regulation S and Other Securities

  
	
  SECTION 202.

  	
  Form of Face of 5 5/8% Note

  
	
  SECTION 203.

  	
  Form of Reverse of 5 5/8% Note

  
	
  SECTION 204.

  	
  Form of Face of 6 7/8% Note

  
	
  SECTION 205.

  	
  Form of Reverse of 6 7/8% Note

  
	
  SECTION 206.

  	
  Form of Trustee’s Certificate of
  Authentication

  
	
   

  	
   

  
	
  ARTICLE
  THREE

  
	
   

  
	
  The
  Securities

  
	
   

  	
   

  
	
  SECTION 301.

  	
  Title and Terms

  
			



 


iii

















 


	
  SECTION 302.

  	
  Denominations

  
	
  SECTION 303.

  	
  Execution, Authentication, Delivery and
  Dating

  
	
  SECTION 304.

  	
  Temporary Securities

  
	
  SECTION 305.

  	
  Global Securities

  
	
  SECTION 306.

  	
  Registration, Registration of Transfer and
  Exchange Generally; Certain Transfers and Exchanges; Securities Act Legends

  
	
  SECTION 307.

  	
  Mutilated, Destroyed, Lost and Stolen
  Securities

  
	
  SECTION 308.

  	
  Payment of Interest; Interest Rights
  Preserved

  
	
  SECTION 309.

  	
  Persons Deemed Owners

  
	
  SECTION 310.

  	
  Cancellation

  
	
  SECTION 311.

  	
  Computation of Interest

  
	
  SECTION 312.

  	
  CUSIP Numbers

  
	
   

  	
   

  
	
  ARTICLE
  FOUR

  
	
   

  
	
  Satisfaction and Discharge

  
	
   

  	
   

  
	
  SECTION 401.

  	
  Satisfaction and Discharge of Indenture

  
	
  SECTION 402.

  	
  Application of Trust Money

  
	
   

  	
   

  
	
  ARTICLE
  FIVE

  
	
   

  	
   

  
	
  Remedies

  
	
   

  	
   

  
	
  SECTION 501.

  	
  Events of Default

  
	
  SECTION 502.

  	
  Acceleration of Maturity; Rescission and
  Annulment

  
	
  SECTION 503.

  	
  Collection of Indebtedness and Suits for
  Enforcement by Trustee

  
	
  SECTION 504.

  	
  Trustee May File Proofs of Claim

  
	
  SECTION 505.

  	
  Trustee May Enforce Claims Without
  Possession of Securities

  
	
  SECTION 506.

  	
  Application of Money Collected

  
	
  SECTION 507.

  	
  Limitation on Suits

  
	
  SECTION 508.

  	
  Unconditional Right of Holders to Receive
  Principal, Premium and Interest

  
	
  SECTION 509.

  	
  Restoration of Rights and Remedies

  
	
  SECTION 510.

  	
  Rights and Remedies Cumulative

  
	
  SECTION 511.

  	
  Delay or Omission Not Waiver

  
	
  SECTION 512.

  	
  Control by Holders

  
	
  SECTION 513.

  	
  Waiver of Past Defaults

  
	
  SECTION 514.

  	
  Undertaking for Costs

  
	
  SECTION 515.

  	
  Waiver of Stay or Extension Laws

  
	
   

  	
   

  
	
  ARTICLE
  SIX

  
	
   

  	
   

  
	
  The
  Trustee

  
	
   

  	
   

  
	
  SECTION 601.

  	
  Certain Duties and Responsibilities

  
	
  SECTION 602.

  	
  Notice of Defaults

  
	
  SECTION 603.

  	
  Certain Rights of Trustee

  



 


iv

















 


	
  SECTION 604.

  	
  Not Responsible for Recitals or Issuance of
  Securities

  
	
  SECTION 605.

  	
  May Hold Securities

  
	
  SECTION 606.

  	
  Money Held in Trust

  
	
  SECTION 607.

  	
  Compensation and Reimbursement

  
	
  SECTION 608.

  	
  Disqualification; Conflicting Interests

  
	
  SECTION 609.

  	
  Corporate Trustee Required; Eligibility

  
	
  SECTION 610.

  	
  Resignation and Removal; Appointment of
  Successor

  
	
  SECTION 611.

  	
  Acceptance of Appointment by Successor

  
	
  SECTION 612.

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  
	
  SECTION 613.

  	
  Preferential Collection of Claims Against
  Company

  
	
  SECTION 614.

  	
  Appointment of Authenticating Agent

  
	
   

  	
   

  
	
  ARTICLE
  SEVEN

  
	
   

  	
   

  
	
  Holders’ Lists and Reports by Trustee and
  Company

  
	
   

  	
   

  
	
  SECTION 701.

  	
  Company to Furnish Trustee Names and
  Addresses of Holders

  
	
  SECTION 702.

  	
  Preservation of Information; Communications
  to Holders

  
	
  SECTION 703.

  	
  [Reserved]

  
	
  SECTION 704.

  	
  Reports by Company and Restricted  Subsidiaries

  
	
   

  	
   

  
	
  ARTICLE
  EIGHT

  
	
   

  	
   

  
	
  Merger, Consolidation, Etc.

  
	
   

  	
   

  
	
  SECTION 801.

  	
  Mergers, Consolidations and Certain
  Transfers, Leases and Acquisitions of Assets

  
	
  SECTION 802.

  	
  Successor Substituted

  
	
   

  	
   

  
	
  ARTICLE
  NINE

  
	
   

  	
   

  
	
  Supplemental Indentures

  
	
   

  	
   

  
	
  SECTION 901.

  	
  Supplemental Indentures Without Consent of
  Holders

  
	
  SECTION 902.

  	
  Supplemental Indentures with Consent of
  Holders

  
	
  SECTION 903.

  	
  Execution of Supplemental Indentures

  
	
  SECTION 904.

  	
  Effect of Supplemental Indentures

  
	
  SECTION 905.

  	
  Reference in Securities to Supplemental
  Indentures

  
	
   

  	
   

  
	
  ARTICLE
  TEN

  
	
   

  	
   

  
	
  Covenants

  
	
   

  	
   

  
	
  SECTION 1001.

  	
  Payment of Principal, Premium and Interest

  
	
  SECTION 1002.

  	
  Maintenance of Office or Agency

  
	
  SECTION 1003.

  	
  Money for Security Payments to Be Held in
  Trust

  
	
  SECTION 1004.

  	
  Statement by Officers as to Default

  
	
  SECTION 1005.

  	
  Existence

  



 


v

















 


	
  SECTION 1006.

  	
  Maintenance of Properties

  
	
  SECTION 1007.

  	
  Payment of Taxes and Other Claims

  
	
  SECTION 1008.

  	
  Maintenance of Insurance

  
	
  SECTION 1009.

  	
  Limitation on Liens

  
	
  SECTION 1010.

  	
  Limitations on Sale and Leaseback Transactions

  
	
  SECTION 1011.

  	
  Waiver of Certain Covenants

  
	
   

  	
   

  
	
  ARTICLE
  ELEVEN

  
	
   

  	
   

  
	
  Redemption of Securities

  
	
   

  	
   

  
	
  SECTION 1101.

  	
  Right of Redemption

  
	
  SECTION 1102.

  	
  Applicability of Article

  
	
  SECTION 1103.

  	
  Election to Redeem; Notice to Trustee

  
	
  SECTION 1104.

  	
  Selection by Trustee of Securities to Be
  Redeemed

  
	
  SECTION 1105.

  	
  Notice of Redemption

  
	
  SECTION 1106.

  	
  Deposit of Redemption Price

  
	
  SECTION 1107.

  	
  Securities Payable on Redemption Date

  
	
  SECTION 1108.

  	
  Securities Redeemed in Part

  
	
   

  	
   

  
	
  ARTICLE
  TWELVE

  
	
   

  	
   

  
	
  Defeasance and Covenant Defeasance

  
	
   

  	
   

  
	
  SECTION 1201.

  	
  Company’s Option to Effect Defeasance or
  Covenant Defeasance

  
	
  SECTION 1202.

  	
  Defeasance and Discharge

  
	
  SECTION 1203.

  	
  Covenant Defeasance

  
	
  SECTION 1204.

  	
  Conditions to Defeasance or
  Covenant Defeasance

  
	
  SECTION 1205.

  	
  Deposited Money and U.S. Government
  Obligations to be Held in Trust;
  Other Miscellaneous Provisions

  
	
  SECTION 1206.

  	
  Reinstatement

  
	
   

  	
   

  
	
  ARTICLE
  THIRTEEN

  
	
   

  	
   

  
	
  Subsidiary Guarantee

  
	
   

  	
   

  
	
  SECTION 1301.

  	
  [Reserved]

  
	
  SECTION 1302.

  	
  Subsidiary Guarantors

  
	
  SECTION 1303.

  	
  Subsidiary Guarantors May Consolidate,  Etc., on Certain Terms

  
	
  SECTION 1304.

  	
  Release of Subsidiary Guarantors

  



 


vi

















 


	
  TESTIMONIUM

  	
   

  
	
   

  	
   

  
	
  SIGNATURES AND SEALS

  
	
   

  	
   

  
	
  ANNEXES

  	
   

  
	
   

  	
   

  
	
  ANNEX A 
  Form of Regulation S Certificate

  
	
  ANNEX B 
  Form of Restricted Securities Certificate

  
	
  ANNEX C 
  Form of Unrestricted Securities Certificate

  
	
  ANNEX D 
  Form of Subsidiary Guarantee

  



 


vii

















 


INDENTURE, dated as of July 1, 2003, between SEALED
AIR CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the “Company”), having its principal
office at Park 80 East, Saddle Brook, New Jersey 07663, and SunTrust Bank, a
state banking corporation organized and existing under the laws of the State of
Georgia, as Trustee (herein called the “Trustee”).


 


RECITALS


 


The Company has duly authorized the creation of the
issue of two series of senior notes, one series designated as the 55/8% Senior
Notes due 2013 (the “55/8% Notes”), and one series
designated as the 67/8% Senior Notes due 2033
(the “67/8% Notes” and, together with the 55/8%
Notes, the “Securities”) of substantially the tenor hereinafter set forth, and
to provide therefor the Company has duly authorized the execution and delivery
of this Indenture.


 


All things necessary (i) to make the Securities, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, and (ii) to make
this Indenture a valid agreement of the Company, all in accordance with their
respective terms, have been done.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE



Definitions and Other Provisions 

of General Application


 


SECTION 101.              Definitions.


 


For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


(1)           the terms defined in this Article
have the meanings assigned to them in this Article and include the plural as
well as the singular;


 


(2)           all other terms used herein which are
defined in the Trust Indenture Act, either directly or by reference therein, have
the meanings assigned to them therein;


 


(3)           all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with GAAP, and,
except as otherwise herein expressly provided, the term “GAAP” with respect to
any computation required or permitted hereunder shall mean GAAP as are
generally accepted at the date of such computation;


 


(4)           all references in this Indenture, the
Securities and any Subsidiary Guarantee to principal in respect of any Security
shall be deemed to mean and include


 


1

















 


any redemption
price payable in respect of such Security pursuant to any redemption hereunder
(and all such references to the Stated Maturity of the principal in respect of
any Security shall be deemed to mean and include the Redemption Date with
respect to any such redemption price, and express mention of the payment of any
redemption price in any provision hereof or thereof shall not be construed as
excluding reference to any redemption price in those provisions hereof or
thereof where such express reference is not made);


 


(5)           unless the context otherwise
requires, any reference to “Article”, “Section” or “Annex” refers to an Article
or Section of or Annex to this Indenture; and


 


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


 


“55/8%
Notes” has the meaning specified in the first paragraph of
the recitals to this instrument.


 


“67/8%
Notes” has the meaning specified in the first
paragraph of the recitals to this instrument.


 


“Accounts Receivable” means, with respect to any
Person, all rights of such Person to the payment of money arising out of any
sale, lease or other disposition of goods or provision of services by such
Person.


 


“Act”,
when used with respect to any Holder, has the meaning specified in Section 104.


 


“Additional Securities” has the meaning specified
in Section 301.


 


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


 


“Agent
Member” means any member of, or participant in, the Depositary.


 


“Applicable Procedures” means, with respect to any
transfer or transaction involving a Global Security or beneficial interest
therein, the rules and procedures of the Depositary for such Security,
Euroclear and Clearstream, in each case to the extent applicable to such
transaction and as in effect from time to time.


 


“Authenticating Agent” means any Person authorized
by the Trustee pursuant to Section 614 to act on behalf of the Trustee to
authenticate Securities.


 


2

















 


“Board of Directors” means, with respect to the
Company, the board of directors of the Company, or any duly authorized
committee of that board.


 


“Board
Resolution” of the Company means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company, to have been duly adopted
by its Board of Directors and to be in full force and effect on the date of
such certification, and delivered to the Trustee.


 


“Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in The City of New York are authorized
or obligated by law or executive order to close.


 


“Capital
Lease” means at any date any lease of property which, in accordance with
GAAP, would be required to be capitalized on the balance sheet of the lessee.


 


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


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.


 


“Company”
means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor Person.


 


“Company
Order” or “Company Request” means a written
request or order signed in the name of the Company by its Chairman of the Board
of Directors, its Vice Chairman of the Board of Directors, its Chief Executive
Officer, its President, its Chief Financial Officer, or a Vice President, and
by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.


 


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


 


“Comparable Treasury Price” means, with respect
to any Redemption Date for the applicable series of Securities, (i) the average
of four Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(ii) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.


 


“Consolidated Assets” means, at any date, the total
consolidated assets of the Company and its Subsidiaries, all as set forth on
the most recent publicly issued balance sheet of the Company and its
Subsidiaries and computed in accordance with GAAP.


 


3

















 


“Consolidated Net Tangible Assets” means,
at any date, Consolidated Assets after deducting therefrom, without
duplication, (i) applicable reserves and other properly deductible items, (ii)
all current liabilities and (iii) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like intangibles, all
as set forth on the most recent publicly issued balance sheet of the Company
and its Subsidiaries and computed in accordance with GAAP.


 


“Corporate Trust Office” means the principal
office of the Trustee in Atlanta, Georgia, at which its corporate trust
business shall be administered at all times, which at the date hereof is 25
Park Place, 24th floor, Atlanta, Georgia 30303.


 


“Corporation”
means a corporation, association, company, joint-stock company or business
trust.


 


“Credit Agreements” means the Global Revolving Credit
Agreement (5-Year) among the Company, the subsidiary borrowers parties thereto,
the subsidiary guarantors parties thereto, the banks parties thereto, and ABN
AMRO Bank N.V., as administrative agent, dated March 30, 1998, as amended, and
the Global Revolving Credit Agreement (364-Day) among the Company, the
subsidiary borrowers parties thereto, the subsidiary guarantors parties
thereto, the banks parties thereto, and Bank of America, N.A., as
administrative agent, dated as of March 23, 2001, as such Credit Agreements
may, pursuant to any future global revolving credit agreement entered into by
the Company, be amended, supplemented, extended, renewed, consolidated into a
single agreement, restated, replaced, refinanced or modified from time to time
(whether or not there is ever a period when there is no Credit Agreement then
in effect), including, without limitation, by adding additional parties to or
increasing the commitments under such Credit Agreements.


 


“Defaulted Interest” has the meaning specified in
Section 308.


 


“Depositary”
means, with respect to any Securities, a clearing agency that is registered as
such under the Exchange Act and is designated by the Company to act as
Depositary for such Securities (or any successor securities clearing agency so
registered).


 


“Domestic Subsidiary” means each Subsidiary of the
Company that is not a Foreign Subsidiary.


 


“DTC”
means The Depository Trust Company, a New York corporation.


 


“Euroclear”
means the Euroclear Clearance System (or any successor securities clearing
agency).


 


“Event
of Default” has the meaning specified in Section 501.


 


“Exchange
Act” means the Securities Exchange Act of 1934 (or any successor statute),
as it may be amended from time to time.


 


“Expiration
Date” has the meaning specified in Section 104.


 


4

















 


“Foreign Subsidiary” means (i) each Subsidiary of the
Company not incorporated under the laws of the United States or of any State
thereof and (ii) any other Subsidiary of the Company substantially all of the
operations of which remain outside the United States.


 


“Funded
Debt” means all Indebtedness having a maturity of more than 12 months from
the date as of which the computation of Funded Debt is made or having a
maturity of 12 months or less but by its terms being renewable or extendible
beyond 12 months from such date at the option of the borrower.


 


“GAAP”
means United States generally accepted accounting principles.


 


“Global
Security” means a Security that is registered in the Security Register in
the name of a Depositary or a nominee thereof.


 


“Holder”
means a Person in whose name a Security is registered in the applicable
Security Register.


 


“Indebtedness”
of any Person means, at any date, without duplication, (i) all obligations of
such Person for borrowed money, (ii) all obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments, (iii) all obligations
of such Person to pay the deferred purchase price of property or services
(except trade accounts payable and accrued expenses arising in the ordinary
course of business) to the extent such amounts would be, in accordance with
GAAP, recorded as debt on a balance sheet of such Person, (iv) all obligations
of such Person under Capital Leases, (v) all Indebtedness secured by a Lien on
any asset of such Person, whether or not such Indebtedness is otherwise an
obligation of such Person, (vi) 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) and (vii) all guarantees or endorsements (other than endorsements for
collection or deposit in the ordinary course of business) of such Person of
Indebtedness of others.


 


“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
Trust Indenture Act that are deemed to be a part of this instrument and any
such supplemental indenture, respectively.


 


“Independent Investment Banker” means one
of the Reference Treasury Dealers appointed by the Company.


 


“Initial Purchasers” means Morgan Stanley & Co.
Incorporated, Banc of America Securities LLC, Citigroup Global Markets Inc.,
Credit Suisse First Boston LLC, Fleet Securities, Inc., ABN AMRO Incorporated,
Barclays Capital Inc., BNP Paribas Securities Corp., Crédit Lyonnais Securities
(USA) Inc. and SunTrust Capital Markets, Inc.


 


5

















 


“Initial Regulation S Securities”
means the Securities sold by the Initial Purchasers in the initial offering
contemplated by the Purchase Agreement in reliance on Regulation S.


 


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


 


“Issue
Date” means the date on which the Securities are first authenticated and
delivered under this Indenture.


 


“Lien”
means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or
other) or other security agreement of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement and
any Capital Lease).


 


“Material Subsidiary” means any Subsidiary that,
directly or indirectly through a Subsidiary, either (A) owns assets with a book
value in excess of 5% of the book value of the Consolidated Assets of the
Company and its Subsidiaries, taken as a whole, measured as of the last day of
the most recently completed fiscal quarter for which the Company has publicly
issued financial statements or (B) generated annual revenues in excess of 5% of
the revenues of the Company and its Subsidiaries, taken as a whole, for the
most recently completed four fiscal quarter period for which the Company has
publicly issued financial statements.


 


“Maturity”,
when used with respect to any Security, means the date on which the principal
of such Security becomes due and payable as therein or herein provided, whether
at the Stated Maturity or by declaration of acceleration, call for redemption
or otherwise.


 


“Notice
of Default” means a written notice of the kind specified in Section 501(4).


 


“Officers’ Certificate” of the Company or any
Subsidiary Guarantor means a certificate signed by the Chairman of the Board of
Directors, a Vice Chairman of the Board Directors, the Chief Executive Officer,
the President or a Vice President or the Chief Financial Officer, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company or such Subsidiary Guarantor, as the case may be, and delivered to
the Trustee.  One of the officers
signing an Officers’ Certificate given pursuant to Section 1004 shall be
the principal executive, financial or accounting officer of the Company or the
chief operating officer of the Company. 
Unless the context otherwise requires, each reference herein to an
“Officers’ Certificate” means an Officers’ Certificate of the Company.  References herein, or in any Security or
Subsidiary Guarantee, to any officer of a Subsidiary Guarantor or other Person
that is a partnership means such officer of the partnership or, if none, of a
general partner of the partnership authorized thereby to act on its behalf.


 


“Opinion of Counsel” means a written opinion of
counsel, who may be counsel for the Company, and who shall be reasonably
acceptable to the Trustee.


 


“Original Securities” has the meaning specified in
Section 301.


 


6

















 


“Other
Securities” means the Securities sold by the Initial Purchasers in the
initial offering contemplated by the Purchase Agreement in reliance on an
exemption from the registration requirements of the Securities Act other than
Rule 144A and Regulation S.


 


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


 


(i)            Securities of such series
theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;


 


(ii)           Securities of such series for whose
payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company or any
Subsidiary Guarantor) in trust or set aside and segregated in trust by the
Company or any Subsidiary Guarantor (if the Company or any Subsidiary
Guarantor, as the case may be, shall act as a Paying Agent) for the Holders of
such Securities; provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made;


 


(iii)          Securities of such series which have
been defeased pursuant to Section 1202 hereof; and


 


(iv)          Securities of such series which have
been paid pursuant to Section 307 or in exchange for or in lieu of which
other Securities of such series have been authenticated and delivered pursuant
to this Indenture, other than any such Securities of such series in respect of
which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a protected purchaser in whose hands such
Securities are valid obligations of the Company;


 


provided,
however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities of such series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Securities of such series owned by the Company or any other obligor upon the
Securities of such series or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities of such series which a responsible officer of the Trustee actually
knows to be so owned shall be so disregarded. 
Securities of such series so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee’s right so to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the
Securities of such series or any Affiliate of the Company or of such other
obligor.


 


“Paying
Agent” means the Trustee or any other Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any Securities on
behalf of the Company.


 


7

















 


“Permitted Encumbrances” means, as of any
particular time and with respect to any real property of the Company or any of
its Subsidiaries, (i) such 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
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 (ii) 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.


 


“Permitted Receivables Financing” means a
sale, pledge or any other transfer of Accounts Receivable as a method of
financing.


 


“Person”
means any individual, partnership, joint venture, firm, corporation, limited
liability company, association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.


 


“Predecessor Security” of any particular Security
means every Security issued before, and evidencing all or a portion of the same
debt as that evidenced by, such particular Security; for the purposes of this
definition, any Security authenticated and delivered under Section 307 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.


 


“Principal Property” means any manufacturing plant
located in the United States currently owned or subsequently acquired by the
Company or any Subsidiary which has a gross book value which (including related
land, improvements, machinery and equipment without deduction of any depreciation
reserves) on the date as of which the determination is being made exceeds 1% of
Consolidated Assets, other than properties or any portion of a particular
property which the Company’s Board of Directors determines, in good faith, not
to be of material importance to the business of the Company and its
Subsidiaries, taken as a whole, or, in the case of a portion of a particular
property, to the use or operation of such property.


 


“Purchase Agreement” means the Purchase Agreement,
dated June 26, 2003, between the Company and the Initial Purchasers, as such
agreement may be amended from time to time.


 


“Redemption
Date” means, with respect to any Securities to be redeemed, the date fixed
for such redemption by or pursuant to this Indenture.


 


“Reference Treasury Dealer” means each of
Morgan Stanley & Co. Incorporated, Banc of America Securities LLC,
Citigroup Capital Markets Inc.,  and
Credit Suisse First Boston LLC and their respective successors (each, a
“Primary Treasury Dealer”) appointed by the Company; provided, however, that if any of the foregoing shall cease to be a Primary
Treasury Dealer, the Company shall substitute therefor another Primary Treasury
Dealer.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its


 


8

















 


principal amount) quoted in writing to the Trustee by
such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding
such Redemption Date.


 


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


 


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


 


“Regulation S Certificate” means a certificate
substantially in the form set forth in Annex A.


 


“Regulation S Global Security” has the
meaning specified in Section 201.


 


“Regulation S Legend” means a legend substantially in
the form of the legend required in the form of Security set forth in Sections
202 and 204 to be placed upon a Regulation S Security.


 


“Regulation S Securities” means all Securities
required pursuant to Section 306(c) to bear a Regulation S Legend.  Such term includes the Regulation S
Global Security.


 


“Restricted Global Security” has the meaning
specified in Section 201.


 


“Restricted Period” means the period of
41 consecutive days beginning on and including the later of (i) the
day on which Securities are first offered to persons other than distributors
(as defined in Regulation S) in reliance on Regulation S and (ii) the day
on which the closing of the offering of Securities pursuant to the Purchase
Agreement occurs.


 


“Restricted Securities” means all Securities
required pursuant to Section 306(c) to bear a Restricted Securities Legend.  Such term includes the Restricted Global
Security.


 


“Restricted Securities Certificate”
means a certificate substantially in the form set forth in Annex B.


 


“Restricted Securities Legend” means a
legend substantially in the form of the legend required in the form of Security
set forth in Section 202 to be placed upon a Restricted Security.


 


“Restricted Subsidiary” means any Subsidiary of
the Company that is a Material Subsidiary and a Domestic Subsidiary.


 


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


 


“Rule 144A Securities” means the Securities
purchased by the Initial Purchasers from the Company pursuant to the Purchase
Agreement, other than the Other Securities and the Initial Regulation S
Securities.


 


9

















 


“Sale and Leaseback Transaction” means an
arrangement with any lender or investor, or to which any lender or investor is
a party, providing for the leasing by a Person of any Principal Property of
such Person which has been or is being sold or transferred by such Person to
such lender or investor or to any person to whom funds have been or are to be
advanced by such lender or investor on the security of such Principal Property,
other than such arrangements involving any Principal Property within 180 days
after the purchase or completion of construction of such Principal
Property.  The stated maturity of such
arrangement shall be the date of the last payment of rent or any other amount
due under such arrangement prior to the first date on which such arrangement
may be terminated by the lessee without payment of a penalty.


 


“Securities”
has the meaning specified in the first paragraph of the recitals to this
instrument, and includes both Original Securities and Additional Securities.


 


“Securities
Act” means the Securities Act of 1933 (or any successor statute), as it may
be amended from time to time.


 


“Securities Act Legend” means a Restricted
Securities Legend or a Regulation S Legend.


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 306.


 


“Special Record Date” for the payment of any
Defaulted Interest means a date fixed by the Trustee pursuant to
Section 308.


 


“Stated
Maturity”, when used with respect to any Security or any installment of
interest thereon, means the date specified in such Security as the fixed date
on which the principal of such Security or such installment of interest, as the
case may be, is due and payable.


 


“Subsidiary”
of any Person means (i) any corporation more than 50% of whose stock of any
class or classes having by the terms of such stock ordinary voting power to
elect a majority of the directors of such corporation (irrespective of whether
or not at the time stock of any class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time owned by such Person and/or by one or more Subsidiaries of such Person
or by such Person and one or more Subsidiaries of such Person and (ii) any
partnership, association, limited liability company, joint venture or other
entity in which such Person and/or one or more Subsidiaries of such Person or
such Person and one or more Subsidiaries of such Person has more than a 50%
equity interest at the time.


 


“Subsidiary Guarantee” means the unconditional
guarantee by the Subsidiary Guarantor of the due and punctual payment of
principal, premium, if any, and interest on each series of Securities, executed
in the form established pursuant to Annex D hereof.


 


“Subsidiary Guarantor” means at any time each
Subsidiary that has become a Subsidiary Guarantor pursuant to Section 1302 of
this Indenture, in each case so long as it remains a Subsidiary Guarantor.


 


10

















 


“Treasury
Rate” means, with respect to any Redemption Date for each series of
Securities, (i) the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any successor publication which
is published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption “Treasury Constant Maturities”,
for the maturity corresponding to the Comparable Treasury Issue (if no maturity
is within three months before or after the maturity date for such series of  Securities, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from
such yields on a straight line basis, rounding to the nearest month) or (ii) if
such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. 
The Treasury Rate shall be calculated by the Independent Investment
Banker on the third Business Day preceding the Redemption Date.


 


“Trust Indenture Act” means the Trust Indenture Act
of 1939 as in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended
after such date, “Trust Indenture Act” means, to the extent required by any
such amendment, the Trust Indenture Act of 1939 as so amended.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean
such successor Trustee.


 


“Unrestricted Securities Certificate”
means a certificate substantially in the form set forth in Annex C.


 


“U.S. Government Obligations” means
securities which are (i) direct obligations of the United States of America for
the payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America where the timely payment or
payments thereunder are unconditionally guaranteed as a full faith and credit
obligation by the United States of America and which, in the case of (i) or
(ii), are not callable or redeemable except at the option of the holders
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligation or
specific payment of interest on or principal of other amount with respect to
any such U.S. Government Obligation held by such custodian for the account of
the holder of a depository receipt, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by
the custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or principal of or other amount with respect to the U.S.
Government Obligation evidenced by such depository receipt.


 


11

















 


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


 


SECTION 102.              Compliance
Certificates and Opinions.


 


Upon any application or request by the Company to the
Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee such certificates and opinions as may be required
under the Trust Indenture Act (as if such Act applied) or this Indenture.  Each such certificate or opinion shall be
given in the form of an Officers’ Certificate, if to be given by an officer of
the Company, or an Opinion of Counsel, if to be given by counsel, and shall
comply with any requirement set forth in this Indenture.


 


Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture shall
include


 


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


 


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


 


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


 


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


 


SECTION 103.              Form
of Documents Delivered to Trustee.


 


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


 


Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. 
Any such certificate or opinion of counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care


 


12

















 


should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.


 


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


 


SECTION 104.              Acts
of Holders; Record Dates.


 


Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent of
such Holders 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 hereby expressly required,
to the Company.  Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or
instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 601) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this
Section.


 


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 his
authority.  The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.


 


The ownership of Securities shall be proved by the
applicable Security Register.


 


Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.


 


The Company may set any day as a record date with
respect to either series of Securities for the purpose of determining the
Holders of Outstanding Securities of such series entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities of such series; provided that the Company may not
set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. 
If any record date with respect to either series of Securities is set
pursuant to this paragraph, the Holders of Outstanding Securities of such
series on such record date, and no other Holders, shall be entitled to take the


 


13

















 


relevant action, whether or not such Holders remain
Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date.  Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of such series on the date such action is taken.  Promptly after any record date with respect
to either series of Securities is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the proposed action
by Holders of such series of Securities and the applicable Expiration Date to
be given to the Trustee in writing and to each Holder of such series of
Securities in the manner set forth in Section 106.


 


The Trustee may set any day as a record date with
respect to either series of Securities for the purpose of determining the
Holders of Outstanding Securities of such series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 502, (iii) any request to institute proceedings referred
to in Section 507(2) or (iv) any direction referred to in Section 512.  If any record date with respect to either
series of Securities is set pursuant to this paragraph, the Holders of
Outstanding Securities of such series on such record date, and no other
Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless taken on or prior to
the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date.  Nothing in this paragraph shall be construed
to prevent the Trustee from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of such series on the date such
action is taken.  Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company’s
expense, shall cause notice of such record date, the proposed action by Holders
of such series of Securities and the applicable Expiration Date to be given to
the Company in writing and to each Holder of such series of Securities in the
manner set forth in Section 106.


 


With respect to any record date set pursuant to this
Section, the party hereto which sets such record date may designate any day as
the “Expiration Date” and from time to time may change the Expiration Date to
any earlier or later day; provided that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the
other party hereto in writing, and to each Holder of the applicable series of
Securities in the manner set forth in Section 106, on or prior to the existing
Expiration Date.  If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph.  Notwithstanding the
foregoing, no Expiration Date shall be later than the 180th day after the
applicable record date.


 


14

















 


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


 


SECTION 105.              Notices,
Etc., to Trustee, Company and Subsidiary Guarantors.


 


Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,


 


(1)           the Trustee by any Holder or by the
Company or any Subsidiary Guarantor shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office, Attention:  Corporate Trust Department,
or at any other address previously furnished in writing to the Holders or the
Company by the Trustee, or, with respect to notices by the Company or any
Subsidiary Guarantor, transmitted by facsimile transmission (confirmed by
guaranteed overnight courier) to the following facsimile numbers: (404)
588-7335 or to any other facsimile number previously furnished in writing
to the Company by the Trustee, or


 


(2)           the Company or any Subsidiary
Guarantor by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to it addressed to it at the address of
the Company’s principal office specified in the first paragraph of this
instrument, Attention:  General Counsel
and Secretary, or at any other address previously furnished in writing to the
Trustee by the Company or, with respect to notices by the Trustee, transmitted
by facsimile transmission (confirmed by guaranteed overnight courier) to the following
facsimile number: (201) 703-4113 or to any other facsimile number previously
furnished in writing to the Trustee by the Company.


 


SECTION 106.              Notice
to Holders; Waiver.


 


Where this Indenture provides for notice to Holders of
any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the
applicable Security Register, not later than the latest date (if any), and not
earlier than the earliest date (if any), prescribed for the giving of such
notice.  In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.  Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.


 


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


 


15

















 


be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.


 


SECTION 107.              Effect
of Headings and Table of Contents.


 


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


 


SECTION 108.              Successors
and Assigns.


 


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


 


SECTION 109.              Separability
Clause.


 


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


 


SECTION 110.              Benefits
of Indenture.


 


Nothing in this Indenture
or in the Securities or any Subsidiary Guarantee, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder and the Holders of Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.


 


SECTION 111.              Governing
Law.


 


THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK.


 


SECTION 112.              Legal
Holidays.


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or of the
Securities or any Subsidiary Guarantee) payment of interest or principal (and
premium, if any) need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date, Redemption Date or at the Stated Maturity, provided
that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, to such Business Day if such payment is made or duly provided for
on such Business Day.


 


SECTION 113.              Confidentiality.


 


Notwithstanding anything to the contrary set forth
herein or in any other written or oral understanding or agreement among the
parties, the parties (and each employee,


 


16

















 


representative, or other agent of the parties) may
disclose to any and all persons, without limitation of any kind, the tax
treatment and any facts that may be relevant to the tax structure of the
transactions (and any related transactions or arrangement) contemplated hereby,
provided, however, that no party (and no employee,
representative, or other agent thereof) shall disclose any other information
that is not relevant to understanding the tax treatment and tax structure of
the transactions contemplated hereby (including the identity of any party and
any information that could lead another to determine the identity of any
party), or any other information to the extent that such disclosure could
reasonably result in a violation of any federal or state securities law.


 


ARTICLE TWO



Security Forms


 


SECTION 201.                                         Forms
Generally; Initial Forms of Rule 144A, Regulation S and Other Securities.


 


The Securities and the Trustee’s certificates of
authentication shall be in substantially the forms set forth in this Article,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof.


 


Any Subsidiary Guarantees shall be in substantially
the form set forth in Annex D hereto.


 


The definitive Securities shall be typed, printed,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner permitted by the rules of any securities
exchange on which the Securities may be listed and (with respect to Global
Securities) the rules of the Depositary, all as determined by the officers
executing such Securities as evidenced by their execution thereof.


 


Upon their original issuance, Rule 144A Securities
shall be issued in the form of one or more Global Securities registered in the
name of DTC, as Depositary, or its nominee and deposited with the Trustee, as
custodian for DTC, for credit by DTC to the respective accounts of beneficial
owners of the Securities represented thereby (or such other accounts as they
may direct).  Such Global Securities,
together with their successor securities which are Global Securities other than
the Regulation S Global Security, are collectively herein called the
“Restricted Global Security”.


 


Upon their original issuance, Initial Regulation S
Securities shall be issued in the form of one or more Global Securities
registered in the name of DTC, as Depositary, or its nominee and deposited with
the Trustee, as custodian for DTC, for credit by DTC to the respective accounts
of beneficial owners of the Securities represented thereby (or such other
accounts as they may direct); provided that upon such deposit all such
Securities shall be


 


17

















 


credited to or through accounts maintained at DTC by
or on behalf of Euroclear or Clearstream. 
Such Global Securities, together with their successor securities which
are Global Securities other than the Restricted Global Security, are
collectively herein called the “Regulation S Global Security”.


 


Upon their original issuance, Other Securities shall
not be issued in the form of a Global Security or in any other form intended to
facilitate book-entry trading in beneficial interests in such Securities.


 


SECTION 202.              Form
of Face of 5 5/8% Note.


 


[If the Security is a Restricted
Security or is an Other Security, then insert — This Security has not been
registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any state securities laws and, accordingly, may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. Persons
except as set forth in the following sentence. 
By its acquisition of this Security, the holder (1) represents that
(a) it is a “Qualified Institutional Buyer” (as defined in Rule 144A
under the Securities Act), (b) it is an institutional “Accredited
Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) (“Institutional Accredited Investor”), or (c) 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,
prior to expiration of the holding period applicable to sales of this Security
under Rule 144(k) under the Securities Act (or any successor provision),
resell or otherwise transfer this Security except (a) to Sealed Air
Corporation or any Subsidiary thereof, (b) to a Qualified Institutional
Buyer in compliance with Rule 144A under the Securities Act, (c) to an
Institutional Accredited Investor that, prior to such transfer, furnishes to
SunTrust Bank, as trustee (or a successor trustee, if applicable), a signed
letter containing certain representations and agreements relating to the
restrictions on transfer of this Security (the form of which letter can be
obtained from such Trustee or a successor trustee, as applicable) and, if such
transfer is in respect of an aggregate principal amount of Securities at the
time of transfer of less than $100,000, an opinion of counsel acceptable to Sealed
Air Corporation that such transfer is in compliance with the Securities Act,
(d) pursuant to the exemption from registration provided by Rule 144
under the Securities Act (if available), (e) 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 (f) outside
the United States in compliance with Rule 904 under the Securities Act;
and (3) agrees that it will deliver to each person to whom this Security
is transferred a notice substantially to the effect of this legend.  If the proposed transferee is an
Institutional Accredited Investor or is a purchaser who is not a Qualified
Institutional Buyer or a U.S. Person, the holder must, prior to such transfer,
furnish to SunTrust Bank, as trustee (or a successor trustee, as applicable),
such certifications, legal opinions or other information as it 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.  This legend will be
removed upon the earlier of the transfer of this Security pursuant to
Clause 2(e) above or upon any transfer of this Security under
Rule 144(k) under the Securities Act (or any successor provision).  As used in this Security, the terms
“Offshore Transaction,” “United States”


 


18

















 


and
“U.S. Person” have the meanings given to them by Regulation S under the
Securities Act.]


 


[If the Security is a
Regulation S Security, then insert — THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”) AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS
REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS THEREOF IS AVAILABLE.]


 


[If the Security is a Global
Security, then insert — THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.]


 


[If the Security is a Global Security
and The Depository Trust Company is to be the Depositary therefor, then insert
— UNLESS THIS CERTIFICATE 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 CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


SEALED AIR
CORPORATION 

55/8% SENIOR NOTES DUE 2013


 


[If Restricted
Global Security - CUSIP Number: 81211K AJ 9]


[If Regulation S
Global Security - CUSIP Number: U81193 AC 5]


[If Other
(Non-Global) Security - CUSIP
Number:                     ]


 


	
  No.

  	
                    

  	
   

  	
   

  	
  $

  	
                 

  	
   

  



 


SEALED AIR CORPORATION, a corporation duly organized
and existing under the laws of Delaware (herein called the “Company”, which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
                                ,
or registered assigns, the principal sum of
                             
Dollars


 


19

















 


[if
the Security is a Global Security, then insert —
(which principal amount may from time to time be increased or decreased to such
other principal amounts (which, when taken together with the principal amounts
of all other Outstanding Securities, may be unlimited) by adjustments made on
the records of the Trustee hereinafter referred to in accordance with the
Indenture)] on July 15, 2013 and
to pay interest thereon from July 1, 2003 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually
on January 15 and July 15, in each year, commencing January 15, 2004, at the
rate of 55/8% per annum, until the principal hereof is
paid or made available for payment, provided that any amount of interest
on this Security which is overdue shall bear interest (to the extent that
payment thereof shall be legally enforceable) at the rate per annum then borne
by this Security from the date such amount is due to the day it is paid or made
available for payment, and such overdue interest shall be payable on demand.


 


The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the January 1 or July 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment
Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on the relevant Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. 
Interest on this Security shall be computed on the basis set forth in
the Indenture.


 


Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of the Company
in the Borough of Manhattan, The City of New York, New York, maintained for
such purpose and at any other office or agency maintained by the Company for
such purpose, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.


 


Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.


 


Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 


20

















 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [SEAL]

  	
  SEALED AIR
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


SECTION 203.              Form
of Reverse of 5 5/8% Note.


 


This Security is one of a duly authorized issue of
Securities of the Company designated as its 55/8% Senior Notes due 2013 (herein
called the “Securities”) issued under an Indenture, dated as of July 1, 2003
(herein called the “Indenture”, which term shall have the meaning assigned to
it in such instrument), between the Company and the Trustee, as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the
Indenture).  The aggregate principal
amount of the Securities is unlimited. 
Reference is hereby made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.


 


The Securities are subject to redemption at the
election of the Company as a whole at any time or in part from time to time,
upon not less than 30 days’ nor more than 60 days’ notice by
first-class mail, at a redemption price equal to the greater of (i) 100%
of the principal amount of such Securities and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest on such
Securities from the Redemption Date to the applicable maturity date discounted,
in either case, to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as such
term is defined in the Indenture) plus 30 basis points, plus, in either (i) or
(ii), any interest accrued but not paid to the date of redemption.  For the avoidance of doubt, any calculation
of the remaining scheduled payments of principal and interest pursuant to
clause (ii) of the preceding sentence shall not include interest accrued as of
the applicable Redemption Date.


 


In the event of redemption of this Security in part
only, a new Security or Securities for the unredeemed  portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.


 


21

















 


If an Event of Default shall occur and be continuing,
the principal of all the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.


 


The Indenture contains provisions for defeasance at
any time of (i) the entire indebtedness of this Security or (ii) certain
restrictive covenants and Events of Default with respect to this Security, in
each case upon compliance with certain conditions set forth therein.


 


The Original Securities (as defined in the Indenture)
and the Additional Securities (as defined in the Indenture), if any, shall
constitute one series for all purposes under the Indenture, including without
limitation, amendments, waivers and redemptions.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the obligations of the Company under the
Indenture and this Security are, under certain circumstances provided in the
Indenture, required to be guaranteed pursuant to Subsidiary Guarantees with
respect to the payment of the principal, premium, if any, and interest on the
Securities.  Each Holder, by holding
this Security, agrees to all of the terms and provisions of any such Subsidiary
Guarantees.  Each Subsidiary Guarantee
issued pursuant to the terms of the Indenture shall provide that the Subsidiary
Guarantor party thereto shall be released from its obligations under such
Subsidiary Guarantee if it is no longer a subsidiary guarantor under, and as
such term is defined in, the Credit Agreements and upon delivery to the Trustee
of an Officers’ Certificate certifying to that effect.  On the date of original issuance of the
Securities, no Subsidiaries of the Company shall be required to provide
Subsidiary Guarantees.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of a majority in aggregate principal amount of the Securities at
the time Outstanding.  The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities at the time Outstanding, on behalf
of the Holders of all the Securities, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 


As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities, the Holders of not less than 25% in
principal amount of the Securities at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee indemnity reasonably
satisfactory to the Trustee and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities at the time Outstanding
a direction inconsistent with such request and shall have failed to institute
any such proceeding for 60 days after receipt of such


 


22

















 


notice, request and offer of indemnity.  The foregoing shall not apply to certain
suits described in the Indenture, including any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein (or, in the case of redemption, on or after the Redemption Date).


 


No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register for the Securities, upon surrender of this Security for
registration of transfer at the office or agency of the Company in the Borough
of Manhattan, The City of New York (which initially shall be the office of the
Trustee located at SunTrust Bank c/o Computershare Trust Company of New York,
Wall Street Plaza, 88 Pine Street, 19th Floor, New York, New York
10005), duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple
thereof.  As provided in the Indenture
and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.


 


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


 


Prior to due presentment of this Security for
registration of transfer, the Company, any Subsidiary Guarantor, the Trustee
and any agent of the Company, any Subsidiary Guarantor or the Trustee, may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company, any Subsidiary Guarantor, the Trustee nor any such agent shall be
affected by notice to the contrary.


 


All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.


 


SECTION 204.              Form
of Face of 6 7/8% Note.


 


[If the Security is a Restricted
Security or is an Other Security, then insert — This Security has not been
registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any state securities laws and, accordingly, may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. Persons
except as set forth in the following sentence. 
By its acquisition of this Security, the holder (1) represents


 


23

















 


that
(a) it is a “Qualified Institutional Buyer” (as defined in Rule 144A
under the Securities Act), (b) it is an institutional “Accredited Investor”
(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
(“Institutional Accredited Investor”), or (c) 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,
prior to expiration of the holding period applicable to sales of this Security
under Rule 144(k) under the Securities Act (or any successor provision),
resell or otherwise transfer this Security except (a) to Sealed Air
Corporation or any Subsidiary thereof, (b) to a Qualified Institutional
Buyer in compliance with Rule 144A under the Securities Act, (c) to an
Institutional Accredited Investor that, prior to such transfer, furnishes to
SunTrust Bank, as trustee (or a successor trustee, if applicable), a signed
letter containing certain representations and agreements relating to the
restrictions on transfer of this Security (the form of which letter can be
obtained from such Trustee or a successor trustee, as applicable) and, if such
transfer is in respect of an aggregate principal amount of Securities at the
time of transfer of less than $100,000, an opinion of counsel acceptable to
Sealed Air Corporation that such transfer is in compliance with the Securities
Act, (d) pursuant to the exemption from registration provided by
Rule 144 under the Securities Act (if available), (e) 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
(f) outside the United States in compliance with Rule 904 under the
Securities Act; and (3) agrees that it will deliver to each person to whom
this Security is transferred a notice substantially to the effect of this
legend.  If the proposed transferee is
an Institutional Accredited Investor or is a purchaser who is not a Qualified
Institutional Buyer or a U.S. Person, the holder must, prior to such transfer,
furnish to SunTrust Bank, as trustee (or a successor trustee, as applicable),
such certifications, legal opinions or other information as it 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.  This legend will be
removed upon the earlier of the transfer of this Security pursuant to
Clause 2(e) above or upon any transfer of this Security under
Rule 144(k) under the Securities Act (or any successor provision).  As used in this Security, the terms “Offshore
Transaction,” “United States” and “U.S. Person” have the meanings given to them
by Regulation S under the Securities Act.]


 


[If the Security is a
Regulation S Security, then insert — THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”) AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS
REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
THEREOF IS AVAILABLE.]


 


[If the Security is a Global
Security, then insert — THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER


 


24

















 


THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]


 


[If the Security is a Global Security
and The Depository Trust Company is to be the Depositary therefor, then insert
— UNLESS THIS CERTIFICATE 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 CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


SEALED AIR
CORPORATION 

67/8% SENIOR NOTES DUE 2033


 


[If Restricted
Global Security - CUSIP Number: 81211K AK 6]


[If Regulation S
Global Security - CUSIP Number: U81193 AD 3]


[If Other
(Non-Global) Security - CUSIP
Number:                 ]


 


	
  No. 

  	
                 

  	
   

  	
  $

  	
                 

  	
   

  



 


SEALED AIR CORPORATION, a corporation duly organized
and existing under the laws of Delaware (herein called the “Company”, which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
                                    ,
or registered assigns, the principal sum of
                            
Dollars [if the Security is a Global
Security, then insert — (which principal amount may from time to
time be increased or decreased to such other principal amounts (which, when
taken together with the principal amounts of all other Outstanding Securities,
may be unlimited) by adjustments made on the records of the Trustee hereinafter
referred to in accordance with the Indenture)]
on July 15, 2033 and to pay interest thereon from July 1, 2003 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semiannually on January 15 and July 15, in each year, commencing January
15, 2004, at the rate of 67/8%
per annum, until the principal hereof is paid or made available for payment, provided
that any amount of interest on this Security which is overdue shall bear
interest (to the extent that payment thereof shall be legally enforceable) at
the rate per annum then borne by this Security from the date such amount is due
to the day it is paid or made available for payment, and such overdue interest
shall be payable on demand.


 


The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the


 


25

















 


Regular Record Date for such interest, which shall be
the January 1 or July 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. 
Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on the relevant Regular Record Date
and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.  Interest on this Security shall be computed
on the basis set forth in the Indenture.


 


Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of the Company
in the Borough of Manhattan, The City of New York, New York, maintained for
such purpose and at any other office or agency maintained by the Company for
such purpose, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.


 


Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.


 


Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [SEAL]

  	
  SEALED AIR
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
					



 


26

















 


SECTION 205.              Form
of Reverse of 6 7/8% Note.


 


This Security is one of a duly authorized issue of
Securities of the Company designated as its 67/8%
Senior Notes due 2033 (herein called the “Securities”) issued under an
Indenture, dated as of July 1, 2003 (herein called the “Indenture”, which term
shall have the meaning assigned to it in such instrument), between the Company
and the Trustee, as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture). 
The aggregate principal amount of the Securities is unlimited.  Reference is hereby made to the Indenture
and all indentures supplemental thereto for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.


 


The Securities are subject to redemption at the
election of the Company as a whole at any time or in part from time to time,
upon not less than 30 days’ nor more than 60 days’ notice by
first-class mail, at a redemption price equal to the greater of (i) 100%
of the principal amount of such Securities and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest on such
Securities from the Redemption Date to the applicable maturity date discounted,
in either case, to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as such
term is defined in the Indenture) plus 35 basis points, plus, in either (i) or
(ii), any interest accrued but not paid to the date of redemption.  For the avoidance of doubt, any calculation
of the remaining scheduled payments of principal and interest pursuant to
clause (ii) of the preceding sentence shall not include interest accrued as of
the applicable Redemption Date.


 


In the event of redemption of this Security in part
only, a new Security or Securities for the unredeemed  portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.


 


If an Event of Default shall occur and be continuing,
the principal of all the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.


 


The Indenture contains provisions for defeasance at
any time of (i) the entire indebtedness of this Security or (ii) certain
restrictive covenants and Events of Default with respect to this Security, in
each case upon compliance with certain conditions set forth therein.


 


The Original Securities (as defined in the Indenture)
and the Additional Securities (as defined in the Indenture), if any, shall
constitute one series for all purposes under the Indenture, including without
limitation, amendments, waivers and redemptions.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the obligations of the Company under the
Indenture and this Security are, under certain circumstances provided in the
Indenture, required to be guaranteed pursuant to Subsidiary Guarantees with
respect to the payment of the principal, premium, if any, and interest on the
Securities.  Each Holder, by holding
this Security, agrees to all of the terms and provisions of any such Subsidiary
Guarantees.  Each Subsidiary Guarantee
issued pursuant to the terms of the


 


27

















 


Indenture shall provide that the Subsidiary Guarantor
party thereto shall be released from its obligations under such Subsidiary
Guarantee if it is no longer a subsidiary guarantor under, and as such term is
defined in, the Credit Agreements and upon delivery to the Trustee of an
Officers’ Certificate certifying to that effect.  On the date of original issuance of the Securities, no
Subsidiaries of the Company shall be required to provide Subsidiary Guarantees.


 


The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of a majority in aggregate principal amount of the Securities at
the time Outstanding.  The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities at the time Outstanding, on behalf
of the Holders of all the Securities, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 


As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities, the Holders of not less than 25% in
principal amount of the Securities at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee indemnity reasonably
satisfactory to the Trustee and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities at the time Outstanding
a direction inconsistent with such request and shall have failed to institute
any such proceeding for 60 days after receipt of such notice, request and offer
of indemnity.  The foregoing shall not
apply to certain suits described in the Indenture, including any suit
instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein (or, in the case of redemption, on or after the
Redemption Date).


 


No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register for the Securities, upon surrender of this Security for
registration of transfer at the office or agency of the Company in the Borough
of Manhattan, The City of New York (which initially shall be the office of the
Trustee located at SunTrust Bank c/o Computershare Trust Company of New York,
Wall Street Plaza, 88 Pine Street, 19th Floor, New York, New York
10005), duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing,


 


28

















 


and thereupon one or more new Securities, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


 


The Securities are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple
thereof.  As provided in the Indenture
and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.


 


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


 


Prior to due presentment of this Security for
registration of transfer, the Company, any Subsidiary Guarantor, the Trustee
and any agent of the Company, any Subsidiary Guarantor or the Trustee, may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company, any Subsidiary Guarantor, the Trustee nor any such agent shall be
affected by notice to the contrary.


 


All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.


 


SECTION 206.              Form
of Trustee’s Certificate of Authentication.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This is one of the Securities described in the
  within-mentioned Indenture.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SunTrust Bank,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  
	
   

  
	
   

  	
  ARTICLE
  THREE

  
	
   

  	
   

  	
   

  
	
   

  	
  The
  Securities

  
						



 


SECTION 301.              Title
and Terms.


 


The aggregate principal amount of Securities which may
be authenticated and delivered under this Indenture is unlimited.  The Trustee shall authenticate Securities on
the Issue Date in (i) an aggregate principal amount not to exceed $400,000,000
of 55/8% Notes and (ii) an
aggregate principal amount not to exceed $450,000,000 of 67/8%
Notes (collectively, the “Original Securities”).  In addition, subject to the provisions of Section 102, the
Trustee shall authenticate additional Securities of each series (collectively,
the “Additional Securities”) upon receipt of an Officers’ Certificate
specifying the amount of Securities to be authenticated and the date on which
such Securities are to be authenticated and certifying that all conditions
precedent


 


29

















 


to the issuance of the Additional Securities contained
herein have been complied with and that no default or Event of Default would
occur as a result of the issuance of such Additional Securities.  The aggregate principal amount of the
Additional Securities, if any, is unlimited.


 


The 55/8%
Notes shall be known and designated as the “55/8%
Senior Notes due 2013” of the Company. 
Their Stated Maturity shall be July 15, 2013 and they shall bear
interest at the rate of 55/8% per annum, from July 1,
2003 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, as the case may be, payable semiannually on January
15 and July 15, commencing January 15, 2004, until the principal thereof is
paid or made available for payment.


 


The 67/8%
Notes shall be known and designated as the “67/8%
Senior Notes due 2033” of the Company. 
Their Stated Maturity shall be July 15, 2033 and they shall bear
interest at the rate of 67/8% per annum, from July 1,
2003 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, as the case may be, payable semiannually on January
15 and July 15, commencing January 15, 2004, until the principal thereof is
paid or made available for payment.


 


The principal of (and premium, if any) and interest on
each series of the Securities shall be payable at the office or agency of the
Company in the Borough of Manhattan, The City of New York, New York (which
initially shall be the office of the Trustee located at SunTrust Bank c/o
Computershare Trust Company of New York, Wall Street Plaza, 88 Pine Street, 19th
Floor, New York, New York 10005), maintained for such purpose and at any other
office or agency maintained by the Company for such purpose; provided, however,
that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.


 


The Securities shall not have the benefit of any
sinking fund obligations.


 


Each series of Securities shall be subject to
defeasance at the option of the Company as provided in Article Twelve.


 


The Original Securities and the Additional Securities,
if any, of each series, shall constitute one series for all purposes under this
Indenture, including, without limitation, amendments, waivers and redemptions.


 


Each series of Securities shall be guaranteed by any
Subsidiary Guarantors as provided in Article Thirteen and any Subsidiary
Guarantees, the form of which is set forth in Annex D hereto.


 


SECTION 302.              Denominations.


 


Each series of the Securities shall be issuable only
in registered form without coupons and only in denominations of $1,000 and any
integral multiple thereof.


 


30

















 


SECTION 303.              Execution,
Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of the
Company by its Chairman of the Board, its Chief Executive Officer, its President
or one of its Vice Presidents, under its corporate seal reproduced thereon
attested by its Secretary or one of its Assistant Secretaries.  The signature of any of these officers or
the Company’s seal on the Securities may be manual or facsimile.


 


Securities bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities executed by
the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities; and the Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities as in this Indenture provided and not otherwise.


 


Each Security shall be dated the date of its
authentication.


 


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


 


SECTION 304.              Temporary
Securities.


 


Pending the preparation of definitive Securities, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities, which Securities are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities, in lieu
of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution thereof.


 


If temporary Securities are issued, the Company will
cause definitive Securities to be prepared without unreasonable delay.  After the preparation of definitive
Securities, the temporary Securities shall be exchangeable for definitive
Securities, upon surrender of the temporary Securities at any office or agency
of the Company designated pursuant to Section 1002, without charge to the
Holder.  Upon surrender for cancellation
of any one or more temporary Securities, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations.  Until so exchanged the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities.


 


31

















 


SECTION 305.              Global
Securities.


 


(a)           Each
Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated by the Company for such Global Security or a
nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture.


 


(b)           Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in
whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other
than the Depositary for such Global Security or a nominee thereof unless
(i) such Depositary (A) has notified the Company that it is unwilling
or unable to continue as Depositary for such Global Security or (B) has
ceased to be a clearing agency registered as such under the Exchange Act,
(ii) there shall have occurred and be continuing an Event of Default with
respect to such Global Security, or (iii) the Company executes and
delivers to the Trustee an Officers’ Certificate stating that all Global
Securities shall be exchanged in whole for Securities that are not Global
Securities (in which case such exchange shall be effected by the Trustee).


 


(c)           If
any Global Security is to be exchanged for other Securities of the same series
or cancelled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Trustee, as Security Registrar, for exchange
or cancellation as provided in this Article Three.  If any Global Security is to be exchanged for other Securities of
the same series or cancelled in part, or if another Security is to be exchanged
in whole or in part for a beneficial interest in any Global Security of the
same series, then either (i) such Global Security shall be so surrendered for
exchange or cancellation as provided in this Article Three or (ii) the
principal amount thereof shall be reduced or increased by an amount equal to
the portion thereof to be so exchanged or cancelled, or equal to the principal
amount of such other Security to be so exchanged for a beneficial interest
therein, as the case may be, by means of an appropriate adjustment made on the
records of the Trustee, as Security Registrar, whereupon the Trustee, in
accordance with the Applicable Procedures, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to its
records.  Upon any such surrender or
adjustment of a Global Security, the Trustee shall, subject to Section 305(b)
and as otherwise provided in this Article Three, authenticate and deliver any
Securities issuable in exchange for such Global Security (or any portion
thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative.  Upon the request of the Trustee in connection
with the occurrence of any of the events specified in the preceding paragraph,
the Company shall promptly make available to the Trustee a reasonable supply of
Securities of such series that are not in the form of Global Securities.  The Trustee shall be entitled to rely upon
any order, direction or request of the Depositary or its authorized
representative which is given or made pursuant to this Article Three if such
order, direction or request is given or made in accordance with the Applicable
Procedures.


 


(d)           Every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Article Three, Section 905, or Section 1108 or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global
Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.


 


32

















 


(e)           The
Depositary or its nominee, as registered owner of a Global Security, shall be
the Holder of such Global Security for all purposes under this Indenture, the
Securities and any Subsidiary Guarantees, and owners of beneficial interests in
a Global Security shall hold such interests pursuant to the Applicable
Procedures.  Accordingly, any such
owner’s beneficial interest in a Global Security will be shown only on, and the
transfer of such interest shall be effected only through, records maintained by
the Depositary or its nominee or its Agent Members.


 


SECTION 306.                                         Registration,
Registration of Transfer and Exchange Generally; Certain Transfers and
Exchanges; Securities Act Legends.


 


(a)           Registration,
Registration of Transfer and Exchange Generally.  The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register for each series of Securities (such register
maintained in such office and in any other office or agency designated pursuant
to Section 1002 being herein sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of each series of
Securities and of transfers and exchanges of each series of Securities.  The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers and
exchanges of Securities as herein provided.


 


Upon surrender for registration of transfer of any
Security at an office or agency of the Company designated pursuant to
Section 1002 for such purpose, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series of any authorized
denominations, of a like aggregate principal amount and bearing such
restrictive legends as may be required by this Indenture.


 


At the option of the Holder, Securities may be
exchanged for new Securities of the same series of any authorized denominations,
of a like aggregate principal amount and bearing such restrictive legends as
may be required by this Indenture, upon surrender of the Securities to be
exchanged at such office or agency. 
Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.


 


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


 


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


 


33

















 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 305, 306, 905 or
1108 not involving any transfer.


 


The Company shall not be required (i) to issue,
register the transfer of or exchange any Security during a period beginning at
the opening of business 15 days before the day of the mailing of a notice
of redemption of Securities of the applicable series selected for redemption under
Section 1104 and ending at the close of business on the day of such
mailing, or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.


 


(b)           Certain
Transfers and Exchanges. 
Notwithstanding any other provision of this Indenture or the Securities,
transfers and exchanges of Securities and beneficial interests in a Global
Security of the kinds specified in this Section 306(b) shall be made only in
accordance with this Section 306(b).


 


(i)            Restricted Global Security to
Regulation S Global Security.  If
the owner of a beneficial interest in the Restricted Global Security wishes at
any time to transfer such interest to a Person who wishes to take delivery
thereof in the form of a beneficial interest in the Regulation S Global
Security of the same series, such transfer may be effected only in accordance
with the provisions of this Clause (b)(i) and Clause (b)(vii) below and
subject to the Applicable Procedures. 
Upon receipt by the Trustee, as Security Registrar, of (A) an order
given by the Depositary or its authorized representative directing that a
beneficial interest in the Regulation S Global Security in a specified
principal amount be credited to a specified Agent Member’s account and that a
beneficial interest in the Restricted Global Security in an equal principal
amount be debited from another specified Agent Member’s account and (B) a
Regulation S Certificate, satisfactory to the Trustee and duly executed by the
owner of such beneficial interest in the Restricted Global Security or his
attorney duly authorized in writing, then the Trustee, as Security Registrar
but subject to Clause (b)(vii) below, shall reduce the principal amount of the
Restricted Global Security and increase the principal amount of the
Regulation S Global Security by such specified principal amount as
provided in Section 305(c).


 


(ii)           Regulation S Global Security to
Restricted Global Security.  If the
owner of a beneficial interest in the Regulation S Global Security wishes
at any time to transfer such interest to a Person who wishes to take delivery
thereof in the form of a beneficial interest in the Restricted Global Security
of the same series, such transfer may be effected only in accordance with this
Clause (b)(ii) and subject to the Applicable Procedures.  Upon receipt by the Trustee, as Security
Registrar, of (A) an order given by the Depositary or its authorized
representative directing that a beneficial interest in the Restricted Global
Security in a specified principal amount be credited to a specified Agent
Member’s account and that a beneficial interest in the Regulation S Global
Security in an equal principal amount be debited from another specified Agent
Member’s account and (B) if such transfer is to occur during the
Restricted Period, a Restricted


 


34

















 


Securities
Certificate, satisfactory to the Trustee and duly executed by the owner of such
beneficial interest in the Regulation S Global Security or his attorney
duly authorized in writing, then the Trustee, as Security Registrar, shall
reduce the principal amount of the Regulation S Global Security and
increase the principal amount of the Restricted Global Security by such
specified principal amount as provided in Section 305(c).


 


(iii)          Restricted Non-Global Security to
Restricted Global Security or Regulation S Global Security.  If the Holder of a Restricted Security
(other than a Global Security) wishes at any time to transfer all or any
portion of such Security to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Restricted Global Security of the same
series or the Regulation S Global Security of the same series, such transfer
may be effected only in accordance with the provisions of this
Clause (b)(iii) and Clause (b)(vii) below and subject to the Applicable
Procedures.  Upon receipt by the
Trustee, as Security Registrar, of (A) such Security as provided in
Section 306(a) and instructions satisfactory to the Trustee directing that
a beneficial interest in the Restricted Global Security or Regulation S Global
Security in a specified principal amount not greater than the principal amount
of such Security be credited to a specified Agent Member’s account and
(B) a Restricted Securities Certificate, if the specified account is to be
credited with a beneficial interest in the Restricted Global Security, or a
Regulation S Certificate, if the specified account is to be credited with a
beneficial interest in the Regulation S Global Security, in either case
satisfactory to the Trustee and duly executed by such Holder or his attorney
duly authorized in writing, then the Trustee, as Security Registrar but subject
to Clause (b)(vii) below, shall cancel such Security (and issue a new Security
of the same series in respect of any untransferred portion thereof) as provided
in Section 306(a) and increase the principal amount of the Restricted
Global Security or the Regulation S Global Security, as the case may be, by the
specified principal amount as provided in Section 305(c).


 


(iv)          Regulation S Non-Global
Security to Restricted Global Security or Regulation S Global Security.  If the Holder of a Regulation S
Security (other than a Global Security) wishes at any time to transfer all or
any portion of such Security to a Person who wishes to take delivery thereof in
the form of a beneficial interest in the Restricted Global Security of the same
series or the Regulation S Global Security of the same series, such
transfer may be effected only in accordance with this Clause (b)(iv) and
Clause (b)(vii) below and subject to the Applicable Procedures.  Upon receipt by the Trustee, as Security
Registrar, of (A) such Security as provided in Section 306(a) and
instructions satisfactory to the Trustee directing that a beneficial interest
in the Restricted Global Security or Regulation S Global Security in a
specified principal amount not greater than the principal amount of such
Security be credited to a specified Agent Member’s account and (B) if the
transfer is to occur during the Restricted Period and the specified account is
to be credited with a beneficial interest in the Restricted Global Security, a
Restricted Securities Certificate satisfactory to the Trustee and duly executed
by such Holder or his attorney duly authorized in writing, then the Trustee, as
Security Registrar but subject to Clause (b)(vii) below, shall cancel such
Security (and issue a new Security of the same series in respect of any
untransferred portion thereof) as provided in Section 306(a) and increase
the principal amount of the Restricted Global Security or the


 


35

















 


Regulation S
Global Security, as the case may be, by the specified principal amount as
provided in Section 305(c).


 


(v)           Non-Global Security to Non-Global
Security.  A Security that is not a
Global Security may be transferred, in whole or in part, to a Person who takes
delivery in the form of another Security of the same series that is not a
Global Security as provided in Section 3.06(a), provided that, if
the Security to be transferred in whole or in part is a Restricted Security, or
is a Regulation S Security and the transfer is to occur during the
Restricted Period, then the Trustee shall have received (A) a Restricted
Securities Certificate, satisfactory to the Trustee and duly executed by the
transferor Holder or his attorney duly authorized in writing, in which case the
transferee Holder shall take delivery in the form of a Restricted Security of
the same series, or (B) a Regulation S Certificate, satisfactory to the Trustee
and duly executed by the transferor Holder or his attorney duly authorized in
writing, in which case the transferee Holder shall take delivery in the form of
a Regulation S Security of the same series (subject in each case to
Section 306(c)).


 


(vi)          Exchanges between Global Security
and Non-Global Security.  A
beneficial interest in a Global Security may be exchanged for a Security of the
same series that is not a Global Security as provided in Section 305, provided
that, if such interest is a beneficial interest in the Restricted Global
Security, or if such interest is a beneficial interest in the Regulation S
Global Security and such exchange is to occur during the Restricted Period,
then such interest shall be exchanged for a Restricted Security of the same
series (subject in each case to Section 306(c)).  A Security that is not a Global Security may be exchanged for a
beneficial interest in a Global Security of the same series only if
(A) such exchange occurs in connection with a transfer effected in
accordance with Clause (b)(iii) or (iv) above or (B) such Security is
a Regulation S Security and such exchange occurs after the Restricted
Period.


 


(vii)         [Reserved]


 


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


 


(c)           Securities
Act Legends.  Rule 144A Securities,
Other Securities and their respective successor securities shall bear a
Restricted Securities Legend, and Initial Regulation S Securities and
their successor securities shall bear a Regulation S Legend, subject to
the following:


 


(i)            subject to the following Clauses of
this Section 306(c), a Security or any portion thereof which is exchanged,
upon transfer or otherwise, for a Global Security of


 


36

















 


the same
series or any portion thereof shall bear the Securities Act Legend borne by
such Global Security while represented thereby;


 


(ii)           subject to the following Clauses of
this Section 306(c), a new Security which is not a Global Security and is
issued in exchange for another Security of the same series (including a Global
Security) or any portion thereof, upon transfer or otherwise, shall bear the
Securities Act Legend borne by such other Security, provided that, if
such new Security is required pursuant to Section 306(b)(v) or (vi) to be
issued in the form of a Restricted Security, it shall bear a Restricted
Securities Legend and, if such new Security is so required to be issued in the
form of a Regulation S Security, it shall bear a Regulation S Legend;


 


(iii)          Registered Securities shall not bear a
Securities Act Legend;


 


(iv)          at any time after the Securities may
be freely transferred without registration under the Securities Act or without
being subject to transfer restrictions pursuant to the Securities Act, a new
Security which does not bear a Securities Act Legend may be issued in exchange
for or in lieu of a Security of the same series (other than a Global Security)
or any portion thereof which bears such a legend if the Trustee has received an
Unrestricted Securities Certificate, satisfactory to the Trustee and duly
executed by the Holder of such legended Security or his attorney duly
authorized in writing, and after such date and receipt of such certificate, the
Trustee shall authenticate and deliver such a new Security in exchange for or
in lieu of such other Security as provided in this Article Three;


 


(v)           a new Security which does not bear a
Securities Act Legend may be issued in exchange for or in lieu of a Security of
the same series (other than a Global Security) or any portion thereof which
bears such a legend if, in the Company’s judgment, placing such a legend upon
such new Security is not necessary to ensure compliance with the registration
requirements of the Securities Act, and the Trustee, at the written direction
of the Company, shall authenticate and deliver such a new Security as provided
in this Article Three; and


 


(vi)          notwithstanding the foregoing
provisions of this Section 306(c), a successor security of a Security that does
not bear a particular form of Securities Act Legend shall not bear such form of
legend unless the Company has reasonable cause to believe that such successor
security is a “restricted security” within the meaning of Rule 144, in which
case the Trustee, at the direction of the Company, shall authenticate and
deliver a new Security bearing a Restricted Securities Legend in exchange for
such successor security as provided in this Article Three.


 


SECTION 307.              Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security is surrendered to the
Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series of like tenor
and principal amount and bearing a number not contemporaneously outstanding.


 


37

















 


If there shall be delivered to the Company and the
Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them, any Subsidiary Guarantor and any agent
of any of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a protected purchaser, the
Company shall execute and the Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Security, a new Security of the same
series of like tenor and principal amount, bearing a number not
contemporaneously outstanding.


 


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


 


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


 


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


 


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


 


SECTION 308.              Payment
of Interest; Interest Rights Preserved.


 


Interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.


 


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


 


(1)           The Company may elect to make payment
of any Defaulted Interest to the Persons in whose names the Securities of the
applicable series (or their respective Predecessor Securities) 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 Security
of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money


 


38

















 


equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided.  Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be given to each Holder of such series
of Securities in the manner provided in Section 106, not less than
10 days prior to such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so given, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following Clause (2).


 


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


 


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


 


SECTION 309.              Persons
Deemed Owners.


 


Prior to due presentment of a Security for
registration of transfer, the Company, any Subsidiary Guarantor, the Trustee
and any agent of the Company, any Subsidiary Guarantor or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 308) interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, any Subsidiary Guarantor, the Trustee nor any agent of the
Company, any Subsidiary Guarantor or the Trustee shall be affected by notice to
the contrary.


 


SECTION 310.              Cancellation.


 


All Securities
surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly cancelled by it. 
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company


 


39

















 


may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture.  All cancelled Securities held by the Trustee shall be disposed of
in accordance with the Trustee’s customary procedures.


 


SECTION 311.              Computation
of Interest.


 


Interest on each series of Securities shall be
computed on the basis of a 360-day year of twelve 30-day months provided,
however, that any overdue interest and interest on overdue interest on
any Securities, shall be computed on the basis of a 365-day or 366-day
year, as the case may be, and the number of days actually elapsed during the
relevant period.


 


SECTION 312.              CUSIP
Numbers.


 


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


 


ARTICLE FOUR



Satisfaction and Discharge


 


SECTION 401.              Satisfaction
and Discharge of Indenture.


 


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


 


(1)           either


 


(a)           all Securities of any series
theretofore authenticated and delivered (other than (i) Securities of such
series which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 307 and (ii) Securities of such series
for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or


 


(b)           all such Securities of any series not
theretofore delivered to the Trustee for cancellation


 


40

















 


(i)            have become due and payable, or


 


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


 


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


 


and the Company,
in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose of
discharging its obligations under this Indenture an amount sufficient to pay
and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;


 


(2)           the Company has or any Subsidiary
Guarantors have, jointly or severally, paid or caused to be paid all other sums
payable hereunder by the Company and under any Subsidiary Guarantees by any
Subsidiary Guarantors, as the case may be; and


 


(3)           the Company has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607, the obligations of the Company
to any Authenticating Agent under Section 614 and, if money shall have
been deposited with the Trustee pursuant to subclause (b) of
Clause (1) of this Section, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive.


 


SECTION 402.              Application
of Trust Money.


 


Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with
the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company or any Subsidiary
Guarantor acting as the Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest
for whose payment such money has been deposited with the Trustee.


 


41

















 


ARTICLE FIVE


 


Remedies


SECTION 501.                        Events of Default.


 


“Event of Default”,
wherever used herein, means any one of the following events with respect to
either series of Securities (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 in the
payment of any interest upon any Security of such series when it becomes due
and payable, and continuance of such default for a period of 30 days; or


 


(2)           default in the payment
of the principal of (or premium, if any, on) any Security of such series at its
Maturity; or


 


(3)           default in the
performance, or breach, of Section 801 hereof or Section 1302 hereof
(relating to the obligation of the Company to cause Subsidiaries to become
Subsidiary Guarantors); or


 


(4)           default in the
performance, or breach, of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with), and
continuance of such default or breach for a period of 60 days after there
has been given, in the manner provided in Section 106, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of such series a written notice specifying
such default or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder; or


 


(5)           a default or
defaults under the terms of any bond(s), debenture(s), note(s) or other
evidence(s) of, or under any mortgage(s), indenture(s), agreement(s) or
instrument(s) under which there may be issued or by which there may be secured
or evidenced, any Indebtedness of the Company or any Restricted Subsidiary with
a principal amount then outstanding, individually or in the aggregate, of at
least $25,000,000, whether such Indebtedness now exists or is hereafter
incurred, which default or defaults (i) shall have resulted in such
Indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable or (ii) shall
constitute the failure to pay all or any portion of such Indebtedness at the
final stated maturity thereof (after expiration of any applicable grace period)
and such default shall not have been rescinded or such Indebtedness shall not
have been discharged within 10 days; or


 


(6)           the entry by a court
having jurisdiction in the premises of (A) a decree or order for relief in
respect of the Company or any Restricted Subsidiary in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency, 


 


42
















 


reorganization
or other similar law or (B) a decree or order adjudging the Company or any
Restricted Subsidiary a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or
in respect of the Company or any Restricted Subsidiary under any applicable
Federal or State law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or any
Restricted Subsidiary or of any substantial part of the property of the Company
or any Restricted Subsidiary, or ordering the winding up or liquidation of the
affairs of the Company or any Restricted Subsidiary, and the continuance of any
such decree or order for relief or any such other decree or order unstayed and
in effect for a period of 60 consecutive days; or


 


(7)           the commencement by
the Company or any Restricted Subsidiary of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by the Company or any Restricted
Subsidiary to the entry of a decree or order for relief in respect of the
Company or any Restricted Subsidiary in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against the Company or any Restricted Subsidiary or the filing by
the Company or any Restricted Subsidiary of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or
the consent by the Company or any Restricted Subsidiary to the filing of such a
petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of
the Company or any Restricted Subsidiary or of any substantial part of the
property of the Company or any Restricted Subsidiary, or the making by the
Company or any Restricted Subsidiary of an assignment for the benefit of
creditors, or the admission by the Company or any Restricted Subsidiary in
writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company or any Restricted Subsidiary in
furtherance of any such action.


 


SECTION 502.                        Acceleration of
Maturity; Rescission and Annulment.


 


If an Event of Default
(other than an Event of Default specified in Section 501(6) or (7) that
occurs with respect to the Company) occurs with respect to any series of
Securities and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of such series may declare the principal of all the Securities of such series
to be due and payable immediately, by a notice in writing to the Company (and
to the Trustee if given by Holders), and upon any such declaration such
principal and any accrued interest shall become immediately due and payable.  If an Event of Default specified in
Section 501(6) or (7) involving the Company occurs, the principal of and
any accrued interest on the Securities then Outstanding shall automatically,
and without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable.


 


At any time after such a
declaration of acceleration has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as 


 


43

















 


hereinafter provided in
this Article, the Holders of a majority in principal amount of the Outstanding
Securities of any series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if


 


(1)           the Company or any
Subsidiary Guarantor has paid or deposited with the Trustee a sum sufficient to
pay


 


(a)           all overdue interest on all
Securities of such series,


 


(b)           the principal of (and premium, if
any, on) any Securities of such series which have become due otherwise than by
such declaration of acceleration and any interest thereon at the rate provided
therefor in such series of Securities,


 


(c)           to the extent that payment of such
interest is lawful, interest upon overdue interest at the rate provided
therefor in such series of  Securities,
and


 


(d)           all sums paid or advanced by the
Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel;


and


 


(2)           all Events of
Default, other than the non-payment of the principal of Securities of such
series which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 513.


 


No such rescission shall affect any subsequent default
or impair any right consequent thereon.


 


SECTION 503.                        Collection of
Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants
that if


 


(1)           default is made in
the payment of any interest on any Security when such interest becomes due and
payable and such default continues for a period of 30 days, or


 


(2)           default is made in
the payment of the principal of (or premium, if any, on) any Security at the
Maturity thereof,


 


the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then
due and payable on such Securities for principal (and premium, if any) and
interest, and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal (and premium, if any) and on any
overdue interest, at the rate provided therefor in such Securities, and, in
addition thereto, 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 an Event of Default
with respect to any series of Securities occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the 


 


44

















 


rights of the Holders of
such series of Securities 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.


 


SECTION 504.                        Trustee May File
Proofs of Claim.


 


In case of any judicial
proceeding relative to the Company, any Subsidiary Guarantor or any other
obligor upon the Securities or the property of the Company or its creditors or
of any Subsidiary Guarantor or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions, including participation as a member, voting or otherwise, of any
committee of creditors, which would be authorized under the Trust Indenture Act
(as if such Act applied) in order to have claims of the Holders and the Trustee
allowed in any such proceeding.  In particular,
the Trustee shall be authorized to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such 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 counsel,
and any other amounts due the Trustee under Section 607.


 


Notwithstanding the
foregoing, no provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities 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 505.                        Trustee May Enforce
Claims Without Possession of Securities.


 


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


 


SECTION 506.                        Application of Money
Collected.


 


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


 


45

















 


FIRST:  To the payment of all amounts due the
Trustee under Section 607;


 


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


 


THIRD:  To the payment of the remainder, if any, to
the Company, its successors or assigns, or to whoever may be lawfully entitled
to receive the same, or as a court of competent jurisdiction may direct.


 


SECTION 507.                        Limitation on Suits.


 


No Holder of any Security
of any series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless


 


(1)           such Holder has
previously given written notice to the Trustee of a continuing Event of Default
with respect to such series of Security;


 


(2)           the Holders of not
less than 25% in principal amount of the Outstanding Securities of such series
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;


 


(3)           such Holder or
Holders have offered to the Trustee indemnity reasonably satisfactory to the
Trustee against the costs, expenses and liabilities to be incurred in
compliance with such request;


 


(4)           the Trustee for
60 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and


 


(5)           no direction
inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of such series;




it being understood and intended that no one or more
Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holders of Securities of the same series, or to obtain
or to seek to obtain priority or preference over any other Holders of
Securities of the same series or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all the Holders of Securities of the same series.


 


SECTION 508.                        Unconditional Right
of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding any other
provision in this Indenture, the Holder of any Security of any series shall
have the right, which is absolute and unconditional, to receive payment of the 


 


46

















 


principal of (and
premium, if any) and (subject to Section 308) interest on such Security on
the respective Stated Maturity expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the written
consent of such Holder.


 


SECTION 509.                        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 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 510.                        Rights and Remedies
Cumulative.


 


Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 307, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


 


SECTION 511.                        Delay or Omission Not
Waiver.


 


No delay or omission of
the Trustee or of any Holder of any Security 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 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 512.                        Control by Holders.


 


The Holders of a majority
in principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee, provided that


 


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


 


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


 


47

















 


SECTION 513.                        Waiver of Past
Defaults.


 


The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of the same series waive any
past default hereunder and its consequences, except a default


 


(1)           in the payment of
the principal of (or premium, if any) or interest on any Security of such
series, or


 


(2)           in respect of a
covenant or provision hereof which under Article Nine cannot be modified or
amended without the written consent of the Holder of each Outstanding Security
of such series affected.


 


Upon any such waiver,
such default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.


 


SECTION 514.                        Undertaking for Costs.


 


In any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs, including legal fees and expenses,
against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act (as if such Act applied); provided that this
Section shall not be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Company, any Subsidiary Guarantor, the Trustee or any Holder, or group of
Holders, holding in the aggregate at least 10% in principal amount of the
Outstanding Securities of the applicable series of Securities or in any suit
instituted by any Holder for the enforcement of principal of (and premium, if
any) or interest on any Security of such series on or after the respective
Stated Maturity expressed in such Security (or, in the case of redemption, on
or after the Redemption Date).


 


SECTION 515.                        Waiver of Stay or
Extension Laws.


 


The Company covenants (to
the extent that it may lawfully do so) that it will 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
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.


 


48

















 


ARTICLE SIX


 


The Trustee


 


SECTION 601.                        Certain Duties and
Responsibilities.


 


The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act
(as if such Act applied). 
Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
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 for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.  Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.


 


SECTION 602.                        Notice of Defaults.


 


Subject to the provisions
of Section 603(i), the Trustee shall give the Holders of any series of
Securities so affected notice of any default hereunder as and to the extent
provided by the Trust Indenture Act (as if such Act applied); provided, however,
that in the case of any default of the character specified in
Section 501(4), no such notice to such Holders shall be given until at
least 30 days after the occurrence thereof.  For the purpose of this Section, the term “default” means any
event which is, or after notice or lapse of time or both would become, an Event
of Default.


 


SECTION 603.                        Certain Rights of
Trustee.


 


Subject to the provisions
of Section 601:


 


(a)           the Trustee may conclusively 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 party or parties;


 


(b)           any request or direction of the
Company mentioned herein shall be sufficiently evidenced by a Company Request
or Company Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;


 


(c)           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 Officers’ Certificate;


 


(d)           the Trustee may consult with counsel
of its selection and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and 


 


49

















 


 


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


 


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


 


(f)            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 upon reasonable
notice during normal business hours;


 


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


 


(h)           the Trustee shall not be liable for
any action taken, suffered, or omitted to be taken by it in good faith and
reasonably believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Indenture;


 


(i)            the Trustee shall not be deemed to
have knowledge of any default or Event of Default unless a responsible officer
(with direct responsibility for the administration of this Indenture) of the
Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this
Indenture; and


 


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


 


SECTION 604.                        Not Responsible for
Recitals or Issuance of Securities.


 


The recitals contained
herein and in both series of Securities and in any Subsidiary Guarantee, except
the Trustee’s certificates of authentication, shall be taken as the statements
of the Company or the applicable Subsidiary Guarantor as the case may be, and
the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture, either series of Securities or
any Subsidiary Guarantees.  The Trustee
shall not be accountable for the use or application by the Company of either
series of Securities or the proceeds thereof.


 


50

















 


SECTION 605.                        May Hold Securities.


 


The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other agent
of the Company, any Subsidiary Guarantor or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of either series of
Securities and, subject to Sections 608 and 613, may otherwise deal with
the Company, any Subsidiary Guarantor and any other obligor upon the Securities
of such series of Securities and any Subsidiary Guarantees with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.


 


SECTION 606.                        Money Held in Trust.


 


Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent
required by law.  The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company or any Subsidiary Guarantor, as
the case may be.


 


SECTION 607.                        Compensation and
Reimbursement.


 


The Company agrees


 


(1)           to pay to the
Trustee from time to time such compensation as shall be agreed in writing
between the Company and the Trustee for all services rendered by it hereunder
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);


 


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


 


(3)           to indemnify each of
the Trustee and any predecessor Trustee for, and to hold it harmless against,
any and all loss, liability, damage, claim or expense, including taxes (other
than taxes based on the income of the Trustee) incurred without gross
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses,
including reasonable attorney’s fees and expenses, of defending itself against
any claim (whether asserted by the Company, any Subsidiary Guarantor, a Holder
or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder.


 


The Trustee shall have a
lien prior to both series of Securities as to all property and funds held by it
hereunder for any amount owing it or any predecessor Trustee pursuant to this
Section 607, except with respect to funds held in trust for the benefit of
the Holders of particular Securities.


 


51

















 


When the Trustee incurs
expenses or renders services in connection with an Event of Default specified in
Section 501(6) or Section 501(7), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or State bankruptcy, insolvency or other similar law.


 


The provisions of this
Section shall survive the resignation or removal of the Trustee and the
termination of this Indenture.


 


SECTION 608.                        Disqualification;
Conflicting Interests.


 


If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, this
Indenture.


 


SECTION 609.                        Corporate Trustee
Required; Eligibility.


 


There shall at all times
be a Trustee hereunder which shall be a Person that is eligible pursuant to the
Trust Indenture Act to act as such, has a combined capital and surplus of at
least $50,000,000 and has its Corporate Trust Office located in the Borough of
Manhattan, The City of New York.  If
such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of its supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.


 


SECTION 610.                        Resignation and
Removal; Appointment of Successor.


 


(a)           No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Trustee under Section 611.


 


(b)           The Trustee may resign at any time by
giving written notice thereof to the Company. 
If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.


 


(c)           The Trustee may be removed at any
time by Act of the Holders of a majority in principal amount of all of the
Outstanding Securities of both series (voting as a single class), delivered to
the Trustee and the Company.  If an
instrument of acceptance by a successor Trustee shall not have been delivered
to the Trustee within 30 days after the giving of such notice of removal, the
Trustee being removed may petition any court of competent jurisdiction for the
appointment of a successor.


 


(d)           If at any time:


 


52

















 


(1)           the Trustee shall
fail to comply with Section 608 after written request therefor by the
Company or by any Holder who has been a bona fide Holder of a Security of
either series for at least six months, or


 


(2)           the Trustee shall
cease to be eligible under Section 609 and shall fail to resign after
written request therefor by the Company or by any such Holder, or


 


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




then, in any such case, (i) the Company by a
Board Resolution may remove the Trustee, or (ii) subject to
Section 514, any Holder who has been a bona fide Holder of a Security of
either class for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


 


(e)           If the Trustee shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the
office of Trustee for any cause, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee. 
If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee shall be appointed by Act
of the Holders of a majority in principal amount of all of the Outstanding
Securities of both series (voting as a single class) delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Trustee and
supersede the successor Trustee appointed by the Company.  If no successor Trustee shall have been so
appointed by the Company or the such Holders and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona fide Holder of a
Security of either series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee.


 


(f)            The Company shall give notice of each
resignation and each removal of the Trustee and each appointment of a successor
Trustee to all Holders in the manner provided in Section 106.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.


 


SECTION 611.                        Acceptance of
Appointment by Successor.


 


Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on written request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all


 


53

















 


property and money held
by such retiring Trustee hereunder. 
Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts.


 


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


 


SECTION 612.                        Merger, Conversion,
Consolidation or Succession to Business.


 


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


 


SECTION 613.                        Preferential
Collection of Claims Against Company.


 


If and when the Trustee
shall be or become a creditor of the Company, any Subsidiary Guarantor or any
other obligor upon the Securities or any Subsidiary Guarantee, the Trustee
shall be subject to the provisions of the Trust Indenture Act (as if such Act
applied) regarding the collection of claims against the Company, any Subsidiary
Guarantor or any such other obligor.


 


SECTION 614.                        Appointment of
Authenticating Agent.


 


The Trustee may appoint
an Authenticating Agent or Agents which shall be authorized to act on behalf of
the Trustee to authenticate Securities issued upon original issue and upon
exchange, registration of transfer, partial redemption or pursuant to
Section 307, and Securities so authenticated, shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes
as if such Securities had been authenticated by the Trustee hereunder.  Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of the
Trustee by an Authenticating Agent. 
Each Authenticating Agent shall be reasonably acceptable to the Company
and shall at all times be a corporation organized and doing business under the
laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority.  If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and 


 


54

















 


surplus as set forth in
its most recent report of condition so published.  If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section.


 


Any corporation into
which an Authenticating Agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to all or substantially all of the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent
may resign at any time by giving written notice thereof to the Trustee and the
Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and the Company.  Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be reasonably acceptable
to the Company and shall send written notice of such appointment, in the manner
provided in Section 106, to all Holders. 
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 


The Company agrees to pay
to each Authenticating Agent from time to time reasonable compensation for its
services under this Section.


 


If an appointment is made
pursuant to this Section, the Securities may have endorsed thereon, in addition
to the Trustee’s certificate of authentication, an alternative certificate of
authentication in the following form:


Dated:


 


This is one of the Securities described in the within-mentioned
Indenture.


 


	
   

  	
  SUNTRUST
  BANK,

  
	
   

  	
  As
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  ,

  
	
   

  	
   

  	
   

  	
  As
  Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized
  Officer

  	
   

  
							



 


55

















 


ARTICLE SEVEN


 


Holders’ Lists and Reports by Trustee and Company


 


SECTION 701.                        Company to Furnish
Trustee Names and Addresses of Holders.


 


The Company will furnish
or cause to be furnished to the Trustee


 


(a)           semi-annually, not more than 15 days
after each Regular Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of each series of
Securities as of such Regular Record Date, and


 


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


 


excluding from any such list names
and addresses received by the Trustee in its capacity as Security Registrar.


 


SECTION 702.                        Preservation of
Information; Communications to Holders.


 


(a)           The Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of
Holders  of each series of Securities
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders  of each series of Securities received by the
Trustee in its capacity as Security Registrar. 
The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.


 


(b)           The rights of Holders to communicate
with other Holders with respect to their rights under this Indenture or under
the Securities, and the corresponding rights and duties of the Trustee, shall
be as provided by the Trust Indenture Act as if this Indenture were subject to
such Act.


 


(c)           Every Holder of Securities, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of any of them shall be held
accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to applicable law or in accordance with the
provisions of this Indenture.


 


SECTION 703.                        [Reserved].


 


SECTION 704.                        Reports by Company
and Restricted  Subsidiaries.


 


The Company shall file
with the Trustee and transmit to Holders, such information, documents and other
reports as it is required to file with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 within
15 days after the same is so required to be filed with the
Commission.  Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not 


 


56

















 


constitute constructive
notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).


 


ARTICLE EIGHT


 


Merger,
Consolidation, Etc.


 


SECTION 801.                        Mergers,
Consolidations and Certain Transfers, Leases and Acquisitions of Assets.


 


The Company shall not
consolidate with or merge into any other Person or convey, transfer or lease
its properties and assets substantially as an entirety to any Person, unless:


 


(1)           in case the Company
shall consolidate with or merge into another Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Company substantially as an entirety shall be a
corporation, partnership or trust, shall be organized and validly existing
under the laws of the United States of America, any State thereof or the District
of Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of (and premium, if any) and interest
on all the Securities and the performance or observance of every covenant of
this Indenture on the part of the Company to be performed or observed; and


 


(2)           immediately after
giving effect to such transaction and treating any indebtedness which becomes
an obligation of the Company or a Subsidiary as a result of such transaction as
having been incurred by the Company at the time of such transaction, no Event
of Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing.


 


SECTION 802.                        Successor Substituted.


 


Upon any consolidation of
the Company with, or merger of the Company into, any other Person or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 801, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, 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 herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.


 


57

















 


ARTICLE NINE


 


Supplemental Indentures


 


SECTION 901.                        Supplemental
Indentures Without Consent of Holders.


 


Without the consent of
any Holders, the Company, when authorized by a Board Resolution of the Company
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:


 


(1)           to evidence the succession
of another Person to the Company and the assumption by any such successor of
the covenants of the Company herein and in the Securities; or


 


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


 


(3)           to secure the
Securities pursuant to the requirements of Section 1009 or otherwise; or


 


(4)           to provide for the
issuance of Additional Securities in accordance with the provisions of its
Indenture; or


 


(5)           to cure any
ambiguity, to correct or supplement any provision herein or in any Subsidiary
Guarantee which may be inconsistent with any other provision herein or in any
Subsidiary Guarantee, or to make any other provisions with respect to matters
or questions arising under this Indenture or any Subsidiary Guarantee which
shall not be inconsistent with the provisions of this Indenture, provided
that such action pursuant to this Clause (5) shall not adversely affect
the interests of the Holders in any material respect; or


 


(6)           to add to, change or
eliminate any of the provisions of this Indenture to permit or facilitate the
issuance of Global Securities and matters related thereto, provided that
such action pursuant to this Clause (6) shall not adversely affect the interests
of the Holders in any material respect.


 


SECTION 902.                        Supplemental
Indentures with Consent of Holders.


 


With the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series, by Act of said Holders of such series delivered to
the Company and the Trustee, the Company, when authorized by a Board Resolution
of the Company, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture with respect
to such series of Securities or any Subsidiary Guarantee or of modifying in any
manner the rights of the such Holders under this Indenture or any Subsidiary
Guarantee; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security of such
series affected thereby,


 


58

















 


(1)           change the Stated
Maturity of the principal of, or any installment of interest on, any Security
of such series, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or change the place
of payment where, or the coin or currency in which, any such Security or any
premium or interest thereon is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date), or


 


(2)           modify the
provisions of any Subsidiary Guarantee or the provisions of this Indenture
relating to any such Subsidiary Guarantee in any way that shall adversely
affect the interests of each Holder of such series of Securities, or


 


(3)           reduce the
percentage in principal amount of the Outstanding Securities of such series,
the consent of whose Holders is required for any such supplemental indenture,
or the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or


 


(4)           modify any of the
provisions of this Section, Section 513 or Section 1011 except to
increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security of such series affected thereby.


 


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


 


SECTION 903.                        Execution of
Supplemental Indentures.


 


In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


SECTION 904.                        Effect of
Supplemental Indentures.


 


Upon the execution of any
supplemental indenture under this Article, 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 Securities of the series
affected theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.


 


SECTION 905.                        Reference in
Securities to Supplemental Indentures.


 


Securities authenticated
and delivered after the execution of any supplemental indenture pursuant to
this Article may, and shall if required by the Trustee, bear a notation in 


 


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form approved by the Trustee
as to any matter provided for in such supplemental indenture.  If the Company shall so determine, new
Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.


 


ARTICLE TEN


 


Covenants


 


SECTION 1001.                      Payment of Principal,
Premium and Interest.


 


The Company will duly and
punctually pay the principal of (and premium, if any) and interest on each
series of the Securities in accordance with the terms of each series of the
Securities and this Indenture.


 


SECTION 1002.                      Maintenance of Office
or Agency.


 


The Company will maintain
in the Borough of Manhattan, The City of New York, an office or agency where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company or any Subsidiary Guarantor in respect of the
Securities, any Subsidiary Guarantees and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.




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


 


SECTION 1003.                      Money for Security
Payments to Be Held in Trust.


 


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


 


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Whenever the Company
shall have one or more Paying Agents, it will, prior to each due date of the
principal of (and premium, if any) or interest on any Securities, deposit with
a Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee in writing of its action
or failure so to act.


 


The Company will cause
each Paying Agent other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section, that such Paying Agent will (i) comply
with the provisions of the Trust Indenture Act applicable to it as a Paying
Agent (as if such Act applied) and (ii) during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.


 


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


 


Subject to any applicable
abandoned property laws, any money deposited with the Trustee or any Paying
Agent, or then held by the Company or any Subsidiary Guarantor, in trust for
the payment of the principal of (and premium, if any) or interest on any
Security and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company or any Subsidiary
Guarantor) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in The City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance
of such money then remaining will be repaid to the Company.


 


SECTION 1004.                      Statement by Officers
as to Default.


 


The Company will deliver
to the Trustee, within 120 days after the end of each fiscal year of the
Company ending after the date hereof, an Officers’ Certificate, stating whether
or not to the best knowledge of the signers thereof the Company is in default
in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.


 


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The Company shall deliver
to the Trustee, as soon as possible and in any event within 30 days after
the Company becomes aware of the occurrence of any Event of Default or an event
which, with notice or the lapse of time or both, would constitute an Event of
Default, an Officers’ Certificate setting forth the details of such Event of
Default or default and the action which the Company proposes to take with
respect thereto.


 


SECTION 1005.                      Existence.


 


Subject to Article Eight,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence.


 


SECTION 1006.                      Maintenance
of Properties.


 


The Company will cause
all properties used or useful in the conduct of its business or the business of
any Subsidiary Guarantor to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is,
in the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.


 


SECTION 1007.                      Payment
of Taxes and Other Claims.


 


The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Company or any of its Subsidiaries or upon the income, profits
or property of the Company or any of its Subsidiaries, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become
a lien upon the property of the Company or any of its Subsidiaries; provided,
however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith and for
which adequate reserves have been established in accordance with generally
accepted accounting principles or which if unpaid would reasonably not be
expected to result in a material adverse effect on the business, results of
operations, or financial condition of the Company and its Subsidiaries, taken
as a whole.


 


SECTION 1008.                      Maintenance of Insurance.


 


The Company shall, and
shall cause any Subsidiary Guarantors to, keep at all times all of their
properties which are of an insurable nature insured against loss or damage, and
to maintain liability insurance, with insurers believed by the Company to be
responsible to the extent that property of similar character is usually so
insured, or liability insurance usually is so maintained, by corporations
similarly situated and owning like properties in accordance with good business
practice.


 


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SECTION 1009.                      Limitation on Liens.


 


The Company shall not,
and shall not permit any Restricted Subsidiary of the Company to, create,
assume or suffer to exist any Lien securing Indebtedness on (a) any Principal
Property now owned or hereafter acquired by the Company or any Restricted
Subsidiary or (b) shares of capital stock or Indebtedness of any Material
Subsidiary owned by or owing to the Company or any Restricted Subsidiary, or on
any income, revenues or rights in respect of any such capital stock or
Indebtedness, unless each series of the Securities shall be equally and ratably
secured.  This restriction shall not
apply, however, to:


 


(i)            Liens existing on
the date of this Indenture; provided that such Liens secure only those
obligations which they secure as of the date of this Indenture;


 


(ii)           Liens on any
property securing Indebtedness incurred or assumed after the date of the
Indenture for the purposes of financing all or any part of the cost of
purchasing, constructing or improving such property (including any Capital
Lease); provided that such Lien attaches to such property concurrently
with or within 180 days after the purchase, completion of construction or
improvement of such property and that such Lien applies to no other property of
the Company or any Subsidiary;


 


(iii)          any Lien on any
property of any Person existing at the time such Person becomes a Subsidiary of
the Company and not incurred in contemplation of such event;


 


(iv)          any Lien on any
property of any Person existing at the time such Person is merged or
consolidated with or into the Company or any of its Subsidiaries and not
incurred in contemplation of such event;


 


(v)           any Lien on any
property existing prior to the acquisition thereof by the Company or any of its
Subsidiaries and not incurred in contemplation of such acquisition;


 


(vi)          Liens securing any
obligations of any Subsidiary of the Company to the Company or a Subsidiary;


 


(vii)         Liens incurred to
extend, renew or replace Liens referred to in clauses (i) through (vi) above; provided
that any such extension, renewal or replacement Lien shall be limited to the
property covered by the Lien extended, renewed or replaced and that the
obligation secured by such new Lien shall not be greater in amount than the
obligations secured by the Lien extended, renewed or replaced (plus an amount
in respect of reasonable financing fees and related transaction costs);


 


(viii)        Liens incurred
pursuant to any industrial revenue bond or similar conduit financing to secure
the related Indebtedness, so long as such Lien is limited to the property of
the related project;


 


(ix)           Liens on Accounts
Receivable that are the subject of a Permitted Receivables Financing (and any
related property that would ordinarily be subjected to a Lien in connection
with such Permitted Receivables Financing, such as proceeds and records);


 


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(x)            Liens for taxes,
governmental assessments, charges or levies in the nature of taxes not yet due
and payable, or Liens for taxes, governmental assessments, charges or levies in
the nature of taxes being contested in good faith and by appropriate
proceedings for which adequate reserves, to the extent required by GAAP, have
been established;


 


(xi)           Liens imposed by
law, which were incurred in the ordinary course of business and do not secure
Indebtedness, such as carriers’ warehousemen’s, materialmen’s, repairmen’s, and
mechanic’s liens and other similar Liens arising in the ordinary course of
business, including without limitation, Liens in respect of litigation claims
made or filed against the Company or any of its Subsidiaries in the ordinary
course of business, and (x) which do not in the aggregate materially detract
from the value of the property or assets subject to such Lien or materially
impair the use of such property in the operation of the business of the Company
and its Subsidiaries or (y) which are being contested in good faith by
appropriate proceedings, which proceedings have the effect of preventing the
forfeiture or sale of the property or assets subject to any such Lien;


 


(xii)          Permitted
Encumbrances;


 


(xiii)         utility deposits
and pledges or deposits in connection with the worker’s compensation,
unemployment insurance and other social security legislation, or to secure the
performance of tenders, statutory obligations, surety, customs and appeal
bonds, bids, leases, performance and return-of-money bonds and other similar
obligations (exclusive of obligations for the payment of borrowed money);


 


(xiv)        landlord’s liens
under leases to which the Company or any of its Subsidiaries is a party;


 


(xv)         Liens arising from
precautionary UCC financing statement or similar filings regarding operating
leases; and


 


(xvi)        Liens not otherwise
permitted by the foregoing clauses (i) through (xv) securing Indebtedness in an
aggregate principal amount outstanding at any time not exceeding the greater of
(x) $235,000,000 and (y) 15% of Consolidated Net Tangible Assets as at the last
day of the most recently ended fiscal quarter of the Company for which the
Company has publicly issued financial statements.


 


SECTION 1010.                      Limitations
on Sale and Leaseback Transactions.


 


The Company shall not
enter into, or allow any Restricted Subsidiary of the Company to enter into,
any Sale and Leaseback Transaction except for Sale and Leaseback Transactions:


 


(i)            to which the sole
parties are the Company and one or more Restricted Subsidiaries of the Company;


 


(ii)           which do not
involve a lease term of more than three years; or


 


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(iii)          in connection with
which the Company or such Restricted Subsidiary, within 120 days after the
effective date of such Sale and Leaseback Transaction, applies an amount equal
to the greater of (a) the net proceeds of such sale or transfer and (b) the
fair value, as determined by the Company’s Board of Directors at the time of
such sale or transfer, of the Principal Property sold pursuant to the Sale and
Leaseback Transaction,


 


(x)            to the repayment or retirement
(other than mandatory repayment or retirement) of Funded Debt of the Company or
such Restricted Subsidiary; or


 


(y)           to the purchase of other property
that will constitute Principal Property.


 


SECTION 1011.                      Waiver
of Certain Covenants.


 


The Company may omit in
any particular instance to comply with any covenant or condition set forth in
Sections 1005 through 1010, inclusive, if before the time for such
compliance the Holders of at least a majority in principal amount of the
applicable Outstanding Securities of such series shall, by Act of such Holders
either waive such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend to or affect
such covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain
in full force and effect.


 


ARTICLE ELEVEN


 


Redemption of Securities


 


SECTION 1101.                      Right of Redemption.


 


Each series of Securities
may be redeemed as a whole at any time or in part from time to time, at the
option of the Company, at a redemption price equal to the greater of (i) 100%
of the principal amount of the series of Securities being redeemed and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon from the Redemption Date to the applicable maturity date discounted,
in either case, to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 30
basis points in the case of the 55/8%
Notes, or 35 basis points in the case of the 67/8% Notes, plus in either (i) or
(ii), any interest accrued but not paid to the date of redmeption.  For the avoidance of doubt, any calculation
of the remaining scheduled payments of principal and interest pursuant to clause
(ii) of the preceding sentence shall not include interest accrued as of the
applicable Redemption Date.  The
Securities will not be subject to redemption at the election of the Company
except as provided in this Section 1101.


 


SECTION 1102.                      Applicability
of Article.


 


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


 


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SECTION 1103.                      Election
to Redeem; Notice to Trustee.


 


The election of the
Company to redeem any Securities of any series pursuant to Section 1101
shall be evidenced by a Board Resolution. 
In case of any redemption at the election of the Company of less than
all the Securities of such series, the Company shall, at least 5 Business Days
prior to the date on which notice of such redemption is given to Holders of
such series of Securities (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date and of the
principal amount of such series of Securities to be redeemed.  In addition, in case of any redemption at
the election of the Company, the Company shall, at least five Business Days
prior to the date on which notice of such redemption is given to Holders of
such series of Securities (unless a shorter notice shall be satisfactory to the
Trustee), furnish the Trustee with an Officers’ Certificate evidencing
compliance with Section 1101 (after giving effect to such proposed redemption).


 


SECTION 1104.                      Selection
by Trustee of Securities to Be Redeemed.


 


If less than all the
Securities of any series are to be redeemed, the particular Securities of such
series to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to $1,000 or any integral multiple thereof) of the principal
amount of such series of Securities of a denomination larger than $1,000.


 


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


 


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


 


SECTION 1105.                      Notice
of Redemption.


 


Notice of redemption
shall be given by first-class mail, postage prepaid, mailed not less than 30
nor more than 60 days prior to the Redemption Date, to each Holder of
Securities of the series to be redeemed, at his address appearing in the
Security Register.


 


All notices of redemption
shall identify the series of Securities (including CUSIP number) to be redeemed
and shall state:


 


(1)           the Redemption Date,


 


(2)           the redemption
price,


 


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(3)           if less than all the
Outstanding Securities of such series are to be redeemed, the identification
(and, in the case of partial redemption of any Securities of such series, the
principal amounts) of the particular Securities to be redeemed,


 


(4)           that on the
Redemption Date the redemption price will become due and payable upon each such
Security to be redeemed and that interest thereon will cease to accrue on and
after said date,


 


(5)           the place or places
where such Securities are to be surrendered for payment of the redemption
price, and


 


(6)           the aggregate
principal amount of all Securities that will have been redeemed pursuant to
Section 1101 through and including the Redemption Date for which such notice is
being given.


 


Notice of redemption of
Securities to be redeemed at the election of the Company shall be given by the
Company or, at the Company’s written request, by the Trustee in the name and at
the expense of the Company.


 


SECTION 1106.                      Deposit
of Redemption Price.


 


Prior to 10:00 a.m., New
York City time, on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company or any Subsidiary Guarantor
is acting as the Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the redemption price
of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.


 


SECTION 1107.                      Securities
Payable on Redemption Date.


 


Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the redemption price therein specified, and
from and after such date (unless the Company shall default in the payment of
the redemption price and accrued interest) such Securities shall cease to bear
interest.  Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the redemption price, together with accrued interest 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 of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 308.


 


If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the
principal (and premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate provided therefor in the Security.


 


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SECTION 1108.                      Securities
Redeemed in Part.


 


Any Security which is to
be redeemed only in part shall be surrendered at an office or agency of the
Company designated for that purpose pursuant to Section 1002 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same class (each with, if applicable, a Subsidiary Guarantee of each
Subsidiary Guarantor executed by such Subsidiary Guarantor), of any authorized
denomination as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security
so surrendered.


 


ARTICLE TWELVE


 


Defeasance and Covenant Defeasance


 


SECTION 1201.                      Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


The Company may at its
option by Board Resolution, at any time, elect to have either Section 1202
or Section 1203 applied to the Outstanding Securities of any series upon
compliance with the conditions set forth below in this Article Twelve.


 


SECTION 1202.                      Defeasance and Discharge.


 


Upon the Company’s
exercise of the option provided in Section 1201 applicable to this
Section, the Company  shall be deemed to
have been discharged from its obligations with respect to the Outstanding
Securities of the applicable series on and after the date the conditions set
forth below are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that
(i) the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such series and to
have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same) and (ii) any Subsidiary Guarantor shall be released from all of its
obligations under its Subsidiary Guarantee, except for the following which
shall survive until otherwise terminated or discharged hereunder:  (A) the rights of Holders of such series of
Securities to receive, solely from the trust fund described in
Section 1204 and as more fully set forth in such Section, payments in
respect of the principal of (and premium, if any) and interest on such
Securities when such payments are due, (B) the Company’s obligations with
respect to such series Securities under Sections 304, 305, 306, 307, 1002
and 1003, (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (D) this Article Twelve. 
Subject to compliance with this Article Twelve the Company may exercise
its option under this Section 1202 notwithstanding the prior exercise of its
option under Section 1203.


 


SECTION 1203.                      Covenant Defeasance.


 


Upon the Company’s
exercise of the option provided in Section 1201 applicable to this Section
with respect to any series of Securities, (i) the Company  shall be released from its obligations under
Sections 1006 through 1010, inclusive, and Clause (3) of Section 801
and (ii) 


 


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the occurrence of an
event specified in Sections 501(4) (with respect to any of Sections 1006
through 1010, inclusive) and 501(5) shall not be deemed to be an Event of
Default on and after the date the conditions set forth below are satisfied
(hereinafter, “covenant defeasance”). 
For this purpose, such covenant defeasance means that (a) 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 Section, Clause or Article,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section, Clause or Article or by reason of any reference in any such Section,
Clause or Article to any other provision herein or in any other document and
(b) any Subsidiary Guarantors shall be released from all of their obligations
under their Subsidiary Guarantees; but the remainder of this Indenture and such
Securities shall be unaffected thereby.


 


SECTION 1204.                      Conditions to Defeasance or
Covenant Defeasance.


 


The following shall be
the conditions to application of either Section 1202 or Section 1203 to the
then Outstanding Securities of any series:


 


(1)            The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 609, who
shall agree to comply with the provisions of this Article Twelve applicable to
it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such series of Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge, the principal of, and premium, if any, and each installment of
interest on such Securities on the Stated Maturity of such principal or
installment of interest in accordance with the terms of this Indenture and of
such Securities.


 


(2)            In
the case of an election under Section 1202, the Company shall have delivered to
the Trustee an opinion of independent counsel stating that (x) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling, or (y) since the date of this Indenture there has been a change
in the applicable Federal income tax law, in either case to the effect that,
and based thereon such opinion shall confirm that, the Holders of the
Outstanding Securities of such series will not recognize gain or loss for
Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit,
defeasance and discharge had not occurred.


 


(3)            In
the case of an election under Section 1203, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of the
Outstanding Securities of such series will not recognize gain or loss for
Federal income tax purposes as a result of such deposit and covenant defeasance
and will be subject to 


 


69

















 


Federal income
tax on the same amount, in the same manner and at the same times as would have
been the case if such deposit and covenant defeasance had not occurred.


 


(4)            The
Company shall have delivered to the Trustee an Officers’ Certificate to the
effect that such series of Securities, if then listed on any securities
exchange or approved for trading in any automated quotation system, will not be
delisted or disapproved for such trading as a result of such deposit.


 


(5)            No
Event of Default or event which with notice or lapse of time or both would
become an Event of Default shall have occurred and be continuing on the date of
such deposit or, insofar as subsections 501(6) and (7) are concerned, at any
time during the period ending on the 90th day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until
the expiration of such period).


 


(6)            Such
defeasance or covenant defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming
all Securities are in default within the meaning of such Act).


 


(7)            Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, any other agreement or instrument to which the
Company is a party or by which it is bound.


 


(8)            The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to either the defeasance under Section 1202 or the covenant defeasance
under Section 1203 (as the case may be) have been complied with.


 


(9)            Such
defeasance or covenant defeasance shall not result in the Trustee or the trust
arising from such deposit constituting an investment company as defined in the
Investment Company Act of 1940, as amended from time to time, or such
trust shall be qualified under such act or exempt from regulation thereunder
and the Company shall have delivered to the Trustee an Opinion of Counsel to
that effect.


 


	
  SECTION 1205.

  	
   

  	
  Deposited Money and U.S. Government
  Obligations to be Held in Trust;
  Other Miscellaneous Provisions.

  



 


Subject to the provisions
of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee—collectively, for purposes of this Section 1205,
the “Trustee”) pursuant to Section 1204 in respect of the Securities shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company or any Subsidiary Guarantor
acting as the Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law.


 


70

















 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
1204 or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the Outstanding Securities.


 


Anything in this Article
Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request and be relieved of all liability
with respect to any money or U.S. Government Obligations held by it as provided
in Section 1204 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance.


 


SECTION 1206.                      Reinstatement.


 


If the Trustee or the
Paying Agent is unable to apply any money in accordance with Section 1202
or 1203 by  reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company’s obligations under
this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article Twelve until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 1202 or 1203; provided, however, that if the Company
makes any payment of principal of (and premium, if any) or interest on any
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or the Paying Agent.


 


ARTICLE THIRTEEN


 


Subsidiary Guarantee


 


SECTION 1301.                      [Reserved].


 


SECTION 1302.                      Subsidiary
Guarantors.


 


If any Subsidiary of the
Company shall become a subsidiary guarantor under, and as such term is defined
in, the Credit Agreements, the Company shall cause such Subsidiary concurrently
to become a Subsidiary Guarantor by executing and delivering to the Trustee (a)
a Subsidiary Guarantee substantially in the form established pursuant to Annex
D hereof and (b) an Opinion of Counsel to the effect that such Subsidiary
Guarantee has been duly authorized and executed by such Person and constitutes
the valid, binding and enforceable obligation of such Person (subject to
customary exceptions concerning creditors’ rights and equitable
principles).  Notwithstanding the
preceding sentence, in no event shall a Foreign Subsidiary become a Subsidiary
Guarantor.


 


A Subsidiary Guarantee
shall be executed by manual signature on behalf of each respective Subsidiary
Guarantor by any one of such Subsidiary Guarantor’s Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, Chief Executive Officer,
President or Chief Financial Officer or Vice Presidents, attested by its
Secretary or Assistant Secretary.


 


71

















 


A Subsidiary Guarantee
bearing the manual signatures of individuals who were at any time the proper officers
of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to
the execution and delivery of the Subsidiary Guarantee or did not hold such
offices at the date of such Subsidiary Guarantee.


 


SECTION 1303.                      Subsidiary
Guarantors May Consolidate,  Etc., on
Certain Terms.


 


Nothing contained in this
Indenture or in any of the Securities shall prevent any consolidation or merger
of any Subsidiary Guarantor with or into the Company or any other  Subsidiary Guarantor or shall prevent any
sale or conveyance of the property of any Subsidiary Guarantor as an entirety
or substantially as an entirety to the Company or any other Subsidiary
Guarantor.


 


SECTION 1304.                      Release
of Subsidiary Guarantors.


 


If a Subsidiary Guarantor
is no longer a subsidiary guarantor under, and as such term is defined in, the
Credit Agreements, and if the Company shall deliver to the Trustee an Officers’
Certificate certifying to that effect as of the date of such Officers’
Certificate, then automatically, without the requirement of any further action
by the Company, such Subsidiary or the Trustee, such Subsidiary shall cease to
be a Subsidiary Guarantor hereunder and shall have no further obligation or
liability under its Subsidiary Guarantee. 
The Trustee shall, at the Company’s expense, execute and deliver such
instruments as the Company may reasonably request to evidence such termination.


 












 


This instrument may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


 


72

















 


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


 


	
   

  	
  SEALED
  AIR CORPORATION

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/
  David H. Kelsey

  	
   

  
	
   

  	
   

  	
  Name:  David H. Kelsey

  
	
   

  	
   

  	
  Title:  Vice President and Chief Financial Officer

  
	
   

  
	
   

  	
  SUNTRUST
  BANK, as Trustee

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/
  Jack Ellerin

  	
   

  
	
   

  	
   

  	
  Name:  Jack Ellerin

  
	
   

  	
   

  	
  Title:  Assistant Vice President

  



 


73

















 


	
   

  	
  ANNEX A — Form of

  Regulation S Certificate

  	
   

  



 


REGULATION S CERTIFICATE


 


(For transfers pursuant to § 306(b)(i), (iii) and (v)


of the Indenture)


 


SunTrust Bank,


     as Trustee


25 Park Place, 24th Floor


Atlanta, Georgia 30303


Attention:  Corporate Trust Department


 




	
  Re:

  	
   

  	
  55/8%
  Senior Notes due 2013

  
	
   

  	
   

  	
  67/8%
  Senior Notes due 2033 of

  
	
   

  	
   

  	
  Sealed Air Corporation (the “Securities”)

  






 


Reference is made to the
Indenture, dated as of July 1, 2003 (the “Indenture”), from Sealed Air
Corporation (the “Company”) to SunTrust Bank, as Trustee.  Terms used herein and defined in the
Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933
(the “Securities Act”) are used herein as so defined.


 


This certificate relates
to U.S.
$                        
principal amount of Securities, which are evidenced by the following certificate(s)
(the “Specified Securities”):


 


CUSIP No(s).
                                                              



 


CERTIFICATE
No(s).                                                              


 


The person in whose name this
certificate is executed below (the “Undersigned”) hereby certifies that either
(i) it is the sole beneficial owner of the Specified Securities or (ii) it is
acting on behalf of all the beneficial owners of the Specified Securities and
is duly authorized by them to do so. 
Such beneficial owner or owners are referred to herein collectively as
the “Owner”.  If the Specified
Securities are represented by a Global Security, they are held through the
Depositary or an Agent Member in the name of the Undersigned, as or on behalf
of the Owner.  If the Specified
Securities are not represented by a Global Security, they are registered in the
name of the Undersigned, as or on behalf of the Owner.


 


The Owner has requested
that the Specified Securities be transferred to a person (the “Transferee”) who
will take delivery in the form of a Regulation S Security.  In connection with such transfer, the Owner
hereby certifies that, unless such transfer is being effected pursuant to an
effective registration statement under the Securities Act, it is being effected
in accordance with Rule 904 or Rule 144 under the Securities Act and with
all applicable securities laws of the states of the United States and other
jurisdictions.  Accordingly, the Owner
hereby further certifies as follows:


 


A-1

















 


(1)           Rule 904
Transfers.  If the transfer is being
effected in accordance with Rule 904:


 


(A)          the Owner is not a distributor of the
Securities, an affiliate of the Company or any such distributor or a person
acting on behalf of any of the foregoing;


 


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


 


(C)           either:


 


(i)            at the time the buy
order was originated, the Transferee was outside the United States or the Owner
and any person acting on its behalf reasonably believed that the Transferee was
outside the United States, or


 


(ii)           the transaction is
being executed in, on or through the facilities of the Eurobond market, as
regulated by the Association of International Bond Dealers, or another
designated offshore securities market and neither the Owner nor any person
acting on its behalf knows that the transaction has been prearranged with a
buyer in the United States;


 


(D)          no directed selling efforts have been
made in the United States by or on behalf of the Owner or any affiliate
thereof;


 


(E)           if the Owner is a dealer in
securities or has received a selling concession, fee or other renumeration in
respect of the Specified Securities, and the transfer is to occur during the
Restricted Period, then the requirements of Rule 904(b)(1) have been satisfied;
and


 


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


 


(2)           Rule 144
Transfers.  If the transfer is being
effected pursuant to Rule 144:


 


(A)          the transfer is occurring after a
holding period of at least one year (computed in accordance with paragraph (d)
of Rule 144) has elapsed since the Specified Securities were last acquired from
the Company or from an affiliate of the Company, whichever is later, and is
being effected in accordance with the applicable amount, manner of sale and
notice requirements of Rule 144; or


 


(B)           the transfer is occurring after a
holding period of at least two years has elapsed since the Specified Securities
were last acquired from the Company or from an affiliate of the Company,
whichever is later, and the Owner is not, and during the preceding three months
has not been, an affiliate of the Company.


 


A-2

















 


This certificate and the
statements contained herein are made for your benefit and the benefit of the
Company, any Subsidiary Guarantors and the Initial Purchasers.


 


Dated:


 


	
   

  	
   

  	
   

  
	
   

  	
  (Print the name of the Undersigned,

  as such term is defined in the second

  paragraph of this certificate.)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  (If
  the Undersigned is a corporation, partnership or fiduciary, the title of the
  person signing on behalf of the Undersigned must be stated.)

  
				



 


A-3

















 


	
   

  	
  ANNEX B —
  Form of

  Restricted Securities Certificate

  	
   

  



 


RESTRICTED SECURITIES CERTIFICATE


 


(For transfers pursuant to § 306(b)(ii), (iii), (iv)
and (v)


of the Indenture)


SunTrust Bank,


     as Trustee


25 Park Place, 24th Floor


Atlanta, Georgia 30303


Attention: 
Corporate Trust Department


 




	
  Re:

  	
   

  	
  55/8%
  Senior Notes due 2013

  
	
   

  	
   

  	
  67/8%
  Senior Notes due 2033 of

  
	
   

  	
   

  	
  Sealed Air Corporation (the “Securities”)

  






 


Reference is made to the
Indenture, dated as of July 1, 2003 (the “Indenture”), from Sealed Air
Corporation (the “Company”) to SunTrust Bank, as Trustee.  Terms used herein and defined in the
Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933
(the “Securities Act”) are used herein as so defined.


 


This certificate relates
to U.S.
$                                
principal amount of Securities, which are evidenced by the following
certificate(s) (the “Specified Securities”):


 


CUSIP No(s).
                                                          


 


CERTIFICATE No(s).
                                                      


 


The person in whose name this certificate is executed
below (the “Undersigned”) hereby certifies that either (i) it is the sole
beneficial owner of the Specified Securities or (ii) it is acting on behalf of
all the beneficial owners of the Specified Securities and is duly authorized by
them to do so.  Such beneficial owner or
owners are referred to herein collectively as the “Owner”.  If the Specified Securities are represented
by a Global Security, they are held through the Depositary or an Agent Member
in the name of the Undersigned, as or on behalf of the Owner.  If the Specified Securities are not
represented by a Global Security, they are registered in the name of the
Undersigned, as or on behalf of the Owner.


 


The Owner has requested
that the Specified Securities be transferred to a person (the “Transferee”) who
will take delivery in the form of a Restricted Security.  In connection with such transfer, the Owner
hereby certifies that, unless such transfer is being effected pursuant to an
effective registration statement under the Securities Act, it is being effected
in accordance with Rule 144A or Rule 144 under the Securities Act and all
applicable securities laws of the states of the United States and other
jurisdictions.  Accordingly, the Owner
hereby further certifies as:


 


B-1

















 


(1)           Rule 144A
Transfers.  If the transfer is being
effected in accordance with Rule 144A:


 


(A)          the Specified Securities are being
transferred to a person that the Owner and any person acting on its behalf
reasonably believe is a “qualified institutional buyer” within the meaning of
Rule 144A, acquiring for its own account or for the account of a qualified
institutional buyer; and


 


(B)           the Owner and any person acting on
its behalf have taken reasonable steps to ensure that the Transferee is aware
that the Owner may be relying on Rule 144A in connection with the transfer; and


 


(2)           Rule 144
Transfers.  If the transfer is being
effected pursuant to Rule 144:


 


(A)          the transfer is occurring after a
holding period of at least one year (computed in accordance with paragraph (d)
of Rule 144) has elapsed since the Specified Securities were last acquired from
the Company or from an affiliate of the Company, whichever is later, and is
being effected in accordance with the applicable amount, manner of sale and
notice requirements of Rule 144; or


 


(B)           the transfer is occurring after a
holding period of at least two years has elapsed since the Specified Securities
were last acquired from the Company or from an affiliate of the Company,
whichever is later, and the Owner is not, and during the preceding three months
has not been, an affiliate of the Company.


 


B-2

















 


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company, any Subsidiary Guarantors and the Initial
Purchasers.


 


Dated:


 


	
   

  	
   

  	
   

  
	
   

  	
  (Print the name of the Undersigned,

  as such term is defined in the second

  paragraph of this certificate.)

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  (If
  the Undersigned is a corporation, partnership or fiduciary, the title of the
  person signing on behalf of the Undersigned must be stated.)

  
				



 


B-3

















 


	
   

  	
  ANNEX C —Form of Unrestricted

  Securities Certificate

  	
   

  



 


UNRESTRICTED SECURITIES CERTIFICATE


 


(For removal of Securities Act Legends pursuant to §
306(c))


 


SunTrust Bank,


     as Trustee


25 Park Place, 24th Floor


Atlanta, Georgia 30303


Attention: 
Corporate Trust Department


 




	
  Re:

  	
   

  	
  55/8%
  Senior Notes due 2013

  
	
   

  	
   

  	
  67/8%
  Senior Notes due 2033 of

  
	
   

  	
   

  	
  Sealed Air Corporation (the “Securities”)

  






 


Reference is made to the
Indenture, dated as of July 1, 2003 (the “Indenture”), from Sealed Air
Corporation (the “Company”) to SunTrust, as Trustee.  Terms used herein and defined in the Indenture or in Rule 144
under the U.S. Securities Act of 1933 (the “Securities Act”) are used herein as
so defined.


 


This certificate relates
to U.S.
$                            
principal amount of Securities, which are evidenced by the following
certificate(s) (the “Specified Securities”):


 


CUSIP No(s).
                                               


 


CERTIFICATE No(s).
                                              


 


The person in whose name this certificate is executed
below (the “Undersigned”) hereby certifies that either (i) it is the sole
beneficial owner of the Specified Securities or (ii) it is acting on behalf of
all the beneficial owners of the Specified Securities and is duly authorized by
them to do so.  Such beneficial owner or
owners are referred to herein collectively as the “Owner”.  If the Specified Securities are represented
by a Global Security, they are held through the Depositary or an Agent Member
in the name of the Undersigned, as or on behalf of the Owner.  If the Specified Securities are not
represented by a Global Security, they are registered in the name of the
Undersigned, as or on behalf of the Owner.


 


The Owner has requested
that the Specified Securities be exchanged for Securities bearing no Securities
Act Legend pursuant to Section 306(c) of the Indenture.  In connection with such exchange, the Owner
hereby certifies that the exchange is occurring after a holding period of at
least one year (computed in accordance with paragraph (d) of Rule 144) has
elapsed since the Specified Securities were last acquired from the Company or
from an affiliate of the company, whichever is later, and the Owner is not, and
during the preceding three months has not been, an affiliate of the Company.  The Owner also acknowledges that any future
transfers of 


 


C-1

















 


the Specified Securities
must comply with all applicable securities laws of the states of the United
States and other jurisdictions.


 


This certificate and the
statements contained herein are made for your benefit and the benefit of the
Company, any Subsidiary Guarantors and the Initial Purchasers.


 


Dated:


 


	
   

  	
   

  	
   

  
	
   

  	
  (Print the name of the Undersigned,

  as such term is defined in the second

  paragraph of this certificate.)

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  (If
  the Undersigned is a corporation, partnership or fiduciary, the title of the
  person signing on behalf of the Undersigned must be stated.)

  
				



 


C-2

















 


	
   

  	
  ANNEX D — Form of Subsidiary

  Guarantee

  	
   

  



 


Form of Subsidiary Guarantee


 


SUBSIDIARY GUARANTEE


 


For value received, the
Subsidiary Guarantor named below, as of the date hereof, hereby unconditionally
guarantees to the Holders of the [55/8%
Senior Notes due 2013]  [67/8%
Senior Notes due 2033] (the “Securities”), issued pursuant to an Indenture
dated as of July 1, 2003 between Sealed Air Corporation (the “Company”) and
SunTrust Bank, as Trustee (the “Indenture”), for the benefit of whom this
Subsidiary Guarantee is executed and delivered, and to the Trustee on behalf of
such Holders, the due and punctual payment of the principal of (and premium, if
any) and interest on such Securities when and as the same shall become due and
payable, whether at the Stated Maturity, by acceleration, call for redemption,
or otherwise, according to the terms thereof and of the Indenture referred to
therein.  In case of the failure of the
Company punctually to make any such payment, the Subsidiary Guarantor hereby
agrees to cause such payment to be made punctually when and as the same shall
become due and payable, whether at the Stated Maturity or by acceleration, call
for redemption, or otherwise, and as if such payment were made by the Company.


 


The Subsidiary Guarantor
hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of such Security or
the Indenture, the absence of any action to enforce the same, any creation,
exchange, release or non-perfection of any Lien on any collateral for, or any
release or amendment or waiver of any term of any other guarantee of, or any
consent to departure from any requirement of any other guarantee of, all or of
any of the Securities, the election by the Trustee or any of the Holders in any
proceeding under Chapter 11 of the Bankruptcy Code of the application of
Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security
interest by the Company, as debtor-in-possession, under Section 364 of the
Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of
all or any portion of the claims of the Trustee or any of the Holders for
payment of any of the Securities, any waiver or consent by the Holder of such
Security or by the Trustee or either of them with respect to any provisions
thereof or of the Indenture, the obtaining of any judgment against the Company
or any action to enforce the same or any other circumstances which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.  The Subsidiary Guarantor hereby waives the
benefits of diligence, presentment, demand of payment, any requirement that the
Trustee or any of the Holders protect, secure, perfect or insure any security
interest in or other Lien on any property subject thereto or exhaust any right
or take any action against the Company or any other Person or any collateral,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest
or notice with respect to such Security or the indebtedness evidenced thereby
and all demands whatsoever, and covenants that this Subsidiary Guarantee will
not be discharged, while it remains a Subsidiary Guarantor, except by complete
performance of the obligations contained in such Security and in this
Subsidiary Guarantee.  The Subsidiary
Guarantor hereby agrees that, in the event of a default in payment of principal
(or premium, if any) or interest on such Security, whether at their Stated
Maturity, by 


 


D-1

















 


acceleration, call for
redemption, or otherwise, legal proceedings may be instituted by the Trustee on
behalf of, or by, the Holder of such Security, subject to the terms and
conditions set forth in the Indenture, directly against the Subsidiary
Guarantor to enforce this Subsidiary Guarantee without first proceeding against
the Company.  The Subsidiary Guarantor
agrees that if, after the occurrence and during the continuance of an Event of
Default, the Trustee or any of the Holders are prevented by applicable law from
exercising their respective rights to accelerate the maturity of the
Securities, to collect interest on the Securities, or to enforce or exercise
any other right or remedy with respect to the Securities, the Subsidiary
Guarantor agrees to pay to the Trustee for the account of the Holders, upon
demand therefor, the amount that would otherwise have been due and payable had
such rights and remedies been permitted to be exercised by the Trustee or any
of the Holders.


 


No reference herein to
the Indenture and no provision of this Subsidiary Guarantee or of the Indenture
shall alter or impair the Subsidiary Guarantee of the Subsidiary Guarantor,
which is absolute and unconditional, of the due and punctual payment of the
principal (and premium, if any) and interest on the Securities.


 


The Subsidiary Guarantor
shall be subrogated to all rights of the Holders of the Securities against the
Company in respect of any amounts paid by the Subsidiary Guarantor on account
of the Securities pursuant to the provisions of this Subsidiary Guarantee; provided,
however, that the Subsidiary Guarantor shall not be entitled to enforce
or to receive any payments arising out of, or based upon, such right of subrogation
until the principal of (and premium, if any) and interest on all of the
Securities issued under the Indenture shall have been paid in full.


 


This Subsidiary Guarantee
shall remain in full force and effect and continue to be effective should any
petition be filed by or against the Company for liquidation or reorganization,
should the Company become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any
significant part of the Company’s assets.


 


The obligations of the
Subsidiary Guarantor hereunder are limited to the maximum amount that would
cause the obligations of the Subsidiary Guarantor under this Subsidiary
Guarantee not to constitute a fraudulent conveyance or fraudulent transfer under
Federal or State law, after giving effect to all other contingent and fixed
liabilities of such Subsidiary Guarantor (including, without limitation, any
guarantees under the Credit Agreements) and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor
under its Subsidiary Guarantee or pursuant to its contribution obligations set
forth in the following paragraph.  To
the fullest extent permitted by law, this Subsidiary Guarantee shall continue
to be effective or be reinstated, as the case may be, if at any time payment
and performance of the Securities is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee on
the Securities, whether as a “voidable preference,” “fraudulent transfer” or
otherwise, all as though such payment or performance had not been made.  In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Securities shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.


 


D-2

















 


To the extent that any
Subsidiary Guarantor shall be required to pay any amounts on account of the
Securities pursuant to its Subsidiary Guarantee in excess of the greater of (i)
the amount of the economic benefit actually received by such Subsidiary Guarantor
from the issuance of the Securities and (ii) an amount calculated as the
product of (A) the aggregate amount payable by the Subsidiary Guarantors on
account of the Securities pursuant to the Subsidiary Guarantees times (B) the
proportion (expressed as a fraction) that such Subsidiary Guarantor’s net worth
at the date enforcement of the Subsidiary Guarantees is sought bears to the
aggregate net worth of all Subsidiary Guarantors at such date, then such
Subsidiary Guarantor shall be reimbursed by the other Subsidiary Guarantors for
the amount of such excess, pro rata, based upon the respective net worth of
such other Subsidiary Guarantors at the date enforcement of the Subsidiary
Guarantees is sought.  This paragraph is
intended only to define the relative rights of Subsidiary Guarantors as among
themselves, and nothing set forth in this paragraph is intended to or shall
impair the joint and several obligations of Subsidiary Guarantors under their
respective Subsidiary Guarantees.


 


The Subsidiary Guarantor
shall have the right to seek contribution from any non-paying Subsidiary
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under this Subsidiary Guarantee.


 


Notwithstanding any other
provision of this Subsidiary Guarantee or the Indenture, the Subsidiary
Guarantor shall be released from this Subsidiary Guarantee if and when it
ceases to be a subsidiary guarantor under, and as such term is defined in, the
Credit Agreements, as provided in the Indenture.


 


No stockholder, officer,
director, employer or incorporator, past, present or future, of the Subsidiary
Guarantor, as such, shall have any personal liability under any Subsidiary
Guarantee by reason of his, her or its status as such stockholder, officer,
director, employer or incorporator.


 


All terms used in this
Subsidiary Guarantee shall have the meanings assigned to them in the Indenture.


 


This Subsidiary Guarantee
shall not be valid or obligatory for any purpose until delivered to the
Trustee.


 


THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


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IN WITNESS WHEREOF, the Subsidiary Guarantor
has caused this Subsidiary Guarantee to be duly executed.


 


	
   

  	
   

  	
  [                                             ]

  
	
   

  	
   

  	
  As
  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [Officer]

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


D-4