Exhibit 4.1




 





 


 


SEALED AIR CORPORATION


 


As Issuer


 


to


 


US BANK, NATIONAL ASSOCIATION


 


As Trustee


 






 


Indenture


 


Dated
as of February 6, 2009


 






 


 


12%
SENIOR NOTES DUE 2014




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  Parties

  	
  1

  
	
  Recitals

  	
  1

  
	
   

  	
   

  
	
  ARTICLE ONE

  
	
   

  
	
  Definitions and Other Provisions

  
	
  of General Application

  
	
   

  	
   

  
	
  SECTION 101.

  	
  Definitions

  	
  1

  
	
   

  	
  Accounts Receivable

  	
  2

  
	
   

  	
  Act

  	
  2

  
	
   

  	
  Additional Securities

  	
  2

  
	
   

  	
  Affiliate

  	
  2

  
	
   

  	
  Agent Member

  	
  2

  
	
   

  	
  Applicable Procedures

  	
  2

  
	
   

  	
  Authenticating Agent

  	
  2

  
	
   

  	
  Board of Directors

  	
  2

  
	
   

  	
  Board Resolution

  	
  2

  
	
   

  	
  Business Day

  	
  2

  
	
   

  	
  Capital Lease

  	
  2

  
	
   

  	
  Clearstream

  	
  2

  
	
   

  	
  Commission

  	
  3

  
	
   

  	
  Company

  	
  3

  
	
   

  	
  Company Order

  	
  3

  
	
   

  	
  Company Request

  	
  3

  
	
   

  	
  Consolidated Assets

  	
  3

  
	
   

  	
  Consolidated Net Tangible
  Assets

  	
  3

  
	
   

  	
  Corporate Trust Office

  	
  3

  
	
   

  	
  Corporation

  	
  3

  
	
   

  	
  Credit Agreements

  	
  3

  
	
   

  	
  Defaulted Interest

  	
  3

  
	
   

  	
  Depositary

  	
  4

  
	
   

  	
  Domestic Subsidiary

  	
  4

  
	
   

  	
  DTC

  	
  4

  
	
   

  	
  Euroclear

  	
  4

  
	
   

  	
  Event of Default

  	
  4

  
	
   

  	
  Exchange Act

  	
  4

  
	
   

  	
  Expiration Date

  	
  4

  
	
   

  	
  Foreign Subsidiary

  	
  4

  
				



 


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


 


i

















 


	
   

  	
  Funded Debt

  	
  4

  
	
   

  	
  GAAP

  	
  4

  
	
   

  	
  Global Security

  	
  4

  
	
   

  	
  Holder

  	
  4

  
	
   

  	
  Indebtedness

  	
  4

  
	
   

  	
  Indenture

  	
  5

  
	
   

  	
  Initial Regulation S
  Securities

  	
  5

  
	
   

  	
  Interest Payment Date

  	
  5

  
	
   

  	
  Issue Date

  	
  5

  
	
   

  	
  Lien

  	
  5

  
	
   

  	
  Material Subsidiary

  	
  5

  
	
   

  	
  Maturity

  	
  5

  
	
   

  	
  Note Purchase Agreement

  	
  5

  
	
   

  	
  Notice of Default

  	
  5

  
	
   

  	
  Officers’ Certificate

  	
  5

  
	
   

  	
  Opinion of Counsel

  	
  6

  
	
   

  	
  Original Securities

  	
  6

  
	
   

  	
  Other Securities

  	
  6

  
	
   

  	
  Outstanding

  	
  6

  
	
   

  	
  Paying Agent

  	
  7

  
	
   

  	
  Permitted Encumbrances

  	
  7

  
	
   

  	
  Permitted Receivables
  Financing

  	
  7

  
	
   

  	
  Person

  	
  7

  
	
   

  	
  Predecessor Security

  	
  7

  
	
   

  	
  Principal Property

  	
  7

  
	
   

  	
  Purchasers

  	
  7

  
	
   

  	
  Registrable Securities

  	
  7

  
	
   

  	
  Registration Rights
  Agreement

  	
  7

  
	
   

  	
  Regular Record Date

  	
  8

  
	
   

  	
  Regulation S

  	
  8

  
	
   

  	
  Regulation S Certificate

  	
  8

  
	
   

  	
  Regulation S Global
  Security

  	
  8

  
	
   

  	
  Regulation S Legend

  	
  8

  
	
   

  	
  Regulation S Securities

  	
  8

  
	
   

  	
  Restricted Global Security

  	
  8

  
	
   

  	
  Restricted Period

  	
  8

  
	
   

  	
  Restricted Securities

  	
  8

  
	
   

  	
  Restricted Securities
  Certificate

  	
  8

  
	
   

  	
  Restricted Securities
  Legend

  	
  8

  
	
   

  	
  Restricted Subsidiary

  	
  8

  
	
   

  	
  Rule 144A

  	
  8

  
	
   

  	
  Rule 144A Securities

  	
  9

  
	
   

  	
  Sale and Leaseback
  Transaction

  	
  9

  
	
   

  	
  Securities

  	
  9

  
	
   

  	
  Securities Act

  	
  9

  
	
   

  	
  Securities Act Legend

  	
  9

  



 


ii

















 


	
   

  	
  Security Register

  	
  9

  
	
   

  	
  Security Registrar

  	
  9

  
	
   

  	
  Special Record Date

  	
  9

  
	
   

  	
  Stated Maturity

  	
  9

  
	
   

  	
  Subsidiary

  	
  9

  
	
   

  	
  Subsidiary Guarantee

  	
  10

  
	
   

  	
  Subsidiary Guarantor

  	
  10

  
	
   

  	
  Trustee

  	
  10

  
	
   

  	
  Trust Indenture Act

  	
  10

  
	
   

  	
  Unrestricted Securities
  Certificate

  	
  10

  
	
   

  	
  U.S. Government
  Obligations

  	
  10

  
	
   

  	
  Vice President

  	
  10

  
	
  SECTION 102.

  	
  Compliance Certificates
  and Opinions

  	
  10

  
	
  SECTION 103.

  	
  Form of Documents
  Delivered to Trustee

  	
  11

  
	
  SECTION 104.

  	
  Acts of Holders; Record
  Dates

  	
  11

  
	
  SECTION 105.

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

  	
  13

  
	
  SECTION 106.

  	
  Notice to Holders; Waiver

  	
  14

  
	
  SECTION 107.

  	
  Effect of Headings and
  Table of Contents

  	
  14

  
	
  SECTION 108.

  	
  Successors and Assigns

  	
  14

  
	
  SECTION 109.

  	
  Separability Clause

  	
  15

  
	
  SECTION 110.

  	
  Benefits of Indenture

  	
  15

  
	
  SECTION 111.

  	
  Governing Law

  	
  15

  
	
  SECTION 112.

  	
  Legal Holidays

  	
  15

  
				



 


ARTICLE TWO


 


Security Forms


 


	
  SECTION 201.

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

  	
  15

  
	
  SECTION 202.

  	
  Form of Face of
  Security

  	
  16

  
	
  SECTION 203.

  	
  Form of Reverse of
  Security

  	
  19

  
	
  SECTION 204.

  	
  Form of Trustee’s
  Certificate of Authentication

  	
  21

  



 


ARTICLE THREE


 


The Securities


 


	
  SECTION 301.

  	
  Title and Terms

  	
  22

  
	
  SECTION 302.

  	
  Denominations

  	
  23

  
	
  SECTION 303.

  	
  Execution, Authentication,
  Delivery and Dating

  	
  23

  
	
  SECTION 304.

  	
  Temporary Securities

  	
  23

  
	
  SECTION 305.

  	
  Global Securities

  	
  24

  
	
  SECTION 306.

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

  	
  25

  
	
  SECTION 307.

  	
  Mutilated, Destroyed, Lost
  and Stolen Securities

  	
  29

  
	
  SECTION 308.

  	
  Payment of Interest;
  Interest Rights Preserved

  	
  30

  



 


iii

















 


	
  SECTION 309.

  	
  Persons Deemed Owners

  	
  31

  
	
  SECTION 310.

  	
  Cancellation

  	
  31

  
	
  SECTION 311.

  	
  Computation of Interest

  	
  32

  
	
  SECTION 312.

  	
  CUSIP Numbers

  	
  32

  



 


ARTICLE FOUR


 


Satisfaction and Discharge


 


	
  SECTION 401.

  	
  Satisfaction and Discharge
  of Indenture

  	
  32

  
	
  SECTION 402.

  	
  Application of Trust Money

  	
  33

  



 


ARTICLE FIVE


 


Remedies


 


	
  SECTION 501.

  	
  Events of Default

  	
  33

  
	
  SECTION 502.

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
  35

  
	
  SECTION 503.

  	
  Collection of Indebtedness
  and Suits for Enforcement by Trustee

  	
  36

  
	
  SECTION 504.

  	
  Trustee May File
  Proofs of Claim

  	
  36

  
	
  SECTION 505.

  	
  Trustee May Enforce
  Claims Without Possession of Securities

  	
  37

  
	
  SECTION 506.

  	
  Application of Money
  Collected

  	
  37

  
	
  SECTION 507.

  	
  Limitation on Suits

  	
  37

  
	
  SECTION 508.

  	
  Unconditional Right of
  Holders to Receive Principal and Interest

  	
  38

  
	
  SECTION 509.

  	
  Restoration of Rights and
  Remedies

  	
  38

  
	
  SECTION 510.

  	
  Rights and Remedies
  Cumulative

  	
  38

  
	
  SECTION 511.

  	
  Delay or Omission Not
  Waiver

  	
  39

  
	
  SECTION 512.

  	
  Control by Holders

  	
  39

  
	
  SECTION 513.

  	
  Waiver of Past Defaults

  	
  39

  
	
  SECTION 514.

  	
  Undertaking for Costs

  	
  39

  
	
  SECTION 515.

  	
  Waiver of Stay or
  Extension Laws

  	
  40

  



 


ARTICLE SIX


 


The Trustee


 


	
  SECTION 601.

  	
  Certain Duties and
  Responsibilities

  	
  40

  
	
  SECTION 602.

  	
  Notice of Defaults

  	
  40

  
	
  SECTION 603.

  	
  Certain Rights of Trustee

  	
  40

  
	
  SECTION 604.

  	
  Not Responsible for
  Recitals or Issuance of Securities

  	
  42

  
	
  SECTION 605.

  	
  May Hold Securities

  	
  42

  
	
  SECTION 606.

  	
  Money Held in Trust

  	
  42

  
	
  SECTION 607.

  	
  Compensation and
  Reimbursement

  	
  42

  
	
  SECTION 608.

  	
  Disqualification;
  Conflicting Interests

  	
  43

  
	
  SECTION 609.

  	
  Corporate Trustee
  Required; Eligibility

  	
  43

  
	
  SECTION 610.

  	
  Resignation and Removal;
  Appointment of Successor

  	
  43

  
	
  SECTION 611.

  	
  Acceptance of Appointment
  by Successor

  	
  45

  



 


iv

















 


	
  SECTION 612.

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
  45

  
	
  SECTION 613.

  	
  Preferential Collection of
  Claims Against Company

  	
  45

  
	
  SECTION 614.

  	
  Appointment of
  Authenticating Agent

  	
  45

  



 


ARTICLE SEVEN


 


Holders’ Lists and Reports by Trustee and Company


 


	
  SECTION 701.

  	
  Company to Furnish Trustee
  Names and Addresses of Holders

  	
  47

  
	
  SECTION 702.

  	
  Preservation of
  Information; Communications to Holders

  	
  47

  
	
  SECTION 703.

  	
  [Reserved]

  	
  48

  
	
  SECTION 704.

  	
  Reports by Company and
  Restricted Subsidiaries

  	
  48

  



 


ARTICLE EIGHT


 


Merger, Consolidation, Etc.


 


	
  SECTION 801.

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

  	
  48

  
	
  SECTION 802.

  	
  Successor Substituted

  	
  49

  



 


ARTICLE NINE


 


Supplemental Indentures


 


	
  SECTION 901.

  	
  Supplemental Indentures
  Without Consent of Holders

  	
  49

  
	
  SECTION 902.

  	
  Supplemental Indentures
  with Consent of Holders

  	
  50

  
	
  SECTION 903.

  	
  Execution of Supplemental
  Indentures

  	
  50

  
	
  SECTION 904.

  	
  Effect of Supplemental
  Indentures

  	
  51

  
	
  SECTION 905.

  	
  Reference in Securities to
  Supplemental Indentures

  	
  51

  



 


ARTICLE TEN


 


Covenants


 


	
  SECTION 1001.

  	
  Payment of Principal and
  Interest

  	
  51

  
	
  SECTION 1002.

  	
  Maintenance of Office or
  Agency

  	
  51

  
	
  SECTION 1003.

  	
  Money for Security
  Payments to Be Held in Trust

  	
  52

  
	
  SECTION 1004.

  	
  Statement by Officers as
  to Default

  	
  53

  
	
  SECTION 1005.

  	
  Existence

  	
  53

  
	
  SECTION 1006.

  	
  Maintenance of Properties

  	
  53

  
	
  SECTION 1007.

  	
  Payment of Taxes and Other
  Claims

  	
  53

  
	
  SECTION 1008.

  	
  Maintenance of Insurance

  	
  54

  
	
  SECTION 1009.

  	
  Limitation on Liens

  	
  54

  
	
  SECTION 1010.

  	
  Limitations on Sale and
  Leaseback Transactions

  	
  56

  
	
  SECTION 1011.

  	
  Waiver of Certain
  Covenants

  	
  56

  



 


v

















 


ARTICLE ELEVEN


 


Defeasance and Covenant Defeasance


 


	
  SECTION 1101.

  	
  Company’s Option to Effect
  Defeasance or Covenant Defeasance

  	
  56

  
	
  SECTION 1102.

  	
  Defeasance and Discharge

  	
  57

  
	
  SECTION 1103.

  	
  Covenant Defeasance

  	
  57

  
	
  SECTION 1104.

  	
  Conditions to Defeasance or
  Covenant Defeasance

  	
  57

  
	
  SECTION 1105.

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

  	
  59

  
	
  SECTION 1106.

  	
  Reinstatement

  	
  59

  



 


ARTICLE TWELVE


 


Subsidiary Guarantee


 


	
  SECTION 1201.

  	
  [Reserved]

  	
  60

  
	
  SECTION 1202.

  	
  Subsidiary Guarantors

  	
  60

  
	
  SECTION 1203.

  	
  Subsidiary Guarantors
  May Consolidate, Etc., on Certain Terms

  	
  60

  
	
  SECTION 1204.

  	
  Release of Subsidiary
  Guarantors

  	
  60

  



 


vi

















 


	
  TESTIMONIUM

  	
  66

  
	
   

  	
   

  
	
  SIGNATURES AND SEALS

  	
  66

  
	
   

  	
   

  
	
  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 February 6, 2009, among 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 200 Riverfront Boulevard,
Elmwood Park, New Jersey 07407-1033 and US Bank, National Association, a
national banking association duly organized under the laws of the United
States, as Trustee (herein called the “Trustee”).


 


RECITALS


 


The
Company has duly authorized the creation of an issue of its 12% Senior
Notes due 2014 (herein called 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)          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


 


1

















 


(5)          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.


 


“Accounts
Receivable” shall mean, 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.


 


“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” shall mean 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).


 


2

















 


“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, its Vice Chairman of the Board,
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.


 


“Consolidated
Assets” shall mean, 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.


 


“Consolidated
Net Tangible Assets” shall mean, 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 US Bank Corporate Trust Services, Two Midtown Plaza, 1349 W.
Peachtree St, Suite 1050, Atlanta, GA 30309 and for the purpose of
maintaining a corporate trust office in the Borough of Manhattan, the City of
New York pursuant to Sections 609 and 1002 hereunder, means the office of the
Trustee located at 100 Wall Street, 16th Floor,
New York, NY 10005, Attention: US Bank Corporate Trust Services.


 


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


 


“Credit
Agreement” means the Revolving Credit Agreement (5-year), dated as of July 26,
2005, among the Company, certain of the Company’s subsidiaries, banks and
financial institutions party thereto, and Citicorp USA, Inc., as agent for
the lenders, as amended, as such Credit Agreement may be amended, supplemented,
extended, renewed, 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 Agreement.


 


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


 


3

















 


“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.


 


“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 and bears the legend set forth in Section 202.


 


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


 


4

















 


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 and govern this instrument
and any such supplemental indenture, respectively.


 


“Initial
Regulation S Securities” means the Securities sold to the Purchasers
pursuant to the Note Purchase Agreement in reliance on Regulation S, if
any.


 


“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”
shall mean 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 or otherwise.


 


“Note
Purchase Agreement” means the Note Purchase Agreement, dated as of February 6,
2009 between the Company and the Purchasers, as such agreement may be amended
from time to time.


 


“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, a Vice Chairman of the Board, 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,


 


5

















 


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” shall mean 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 shall mean 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.


 


“Other
Securities” means the Securities sold to the Purchasers pursuant to the Note
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 Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture, except:


 


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


 


(ii)                                  Securities
for whose payment 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;


 


(iii)                               Securities
which have been defeased pursuant to Section 1102; and


 


(iv)                              Securities
which have been paid pursuant to Section 307 or in exchange for or in lieu
of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities 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 have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any other obligor upon the Securities 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 which a responsible officer of the Trustee actually
knows to be so owned shall be so disregarded. 
Securities 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 or any
Affiliate of the Company or of such other obligor.


 


6

















 


“Paying
Agent” means the Trustee or any other Person authorized by the Company to pay
the principal of or interest on any Securities on behalf of the Company.


 


“Permitted
Encumbrances” shall mean, 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”
shall mean 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.


 


“Purchasers”
means Davis Selected Advisers, L.P., Geico Indemnity Company and General Re
Life Corporation.


 


“Registrable
Securities” has the meaning specified in the Registration Rights Agreement.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of February 6,
2009 between the Company and the Purchasers, as such agreement may be amended from
time to time.


 


7

















 


“Regular
Record Date” for the interest payable on any Interest Payment Date means the February 1
or the August 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” means collectively the Regulation S Securities 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 the beneficial owners
may direct); provided that upon such deposit, all such Securities shall be
credited to or through accounts maintained at DTC by or on behalf of Euroclear
or Clearstream.


 


“Regulation
S 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
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 Securities are purchased by the Purchasers
pursuant to the Note Purchase Agreement.


 


“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.


 


8

















 


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


 


“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.


 


“Shelf
Registration Statement” has the meaning specified in the Registration Rights
Agreement.


 


“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.


 


9
















 


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


 


“Subsidiary Guarantor”
shall mean at any time each Subsidiary that has become a Subsidiary Guarantor
pursuant to Section 1202 of this Indenture, in each case so long as it
remains a Subsidiary Guarantor.


 


“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.


 


“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.


 


“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.


 


“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,


 


10

















 


and shall comply with any
requirements of the Trust Indenture Act and as 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 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


 


11

















 


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 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 for the purpose of determining the Holders of Outstanding
Securities 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; provided
that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph.  If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date, and no
other Holders, shall be entitled to take the 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 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 on the date such action is taken. 
Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to
the Trustee in writing and to each Holder of Securities in the manner set forth
in Section 106.


 


12

















 


The Trustee may set any
day as a record date for the purpose of determining the Holders of Outstanding
Securities 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 is set pursuant to this paragraph, the Holders of Outstanding
Securities 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 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 on the date such action is taken. 
Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Company’s expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to
the Company in writing and to each Holder of 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 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.


 


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


 


13

















 


Guarantor, transmitted by facsimile transmission
(confirmed by guaranteed overnight courier) to the following facsimile numbers:
(404) 898-2467 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) 703-4231 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 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 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.


 


14

















 


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 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
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 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 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.


 


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 Depository therefor 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.


 


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


 


15

















 


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”.


 


SECTION 202.       Form of Face of Security.


 


[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 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 US Bank, National Association, 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 US Bank, National Association, 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)


 


16

















 


above or
upon any transfer of this Security under Rule 144(b)(1) 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 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


12% SENIOR NOTES DUE 2014


 


[If Restricted Global
Security - CUSIP Number: 81211K AL4]


[If Regulation S Global
Security - CUSIP Number: U81193 AE1]


[If Unrestricted Global
Security — CUSIP Number: 81211K AM2]


 


	
  No.

  	
   

  	
   

  	
  $

  	
   

  	
   

  



 


17
















 


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 February 14, 2014 and to pay interest thereon from August 15, 2009
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semiannually on February 15 and August 15, in
each year, commencing August 15, 2009, at the rate of 12% 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 February 1 or August 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 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.


 


18

















 


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 Security.


 


This
Security is one of a duly authorized issue of Securities of the Company
designated as its 12% Senior Notes due 2014 (herein called the “Securities”)
issued under an Indenture, dated as of February 6, 2009 (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.


 


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 and
waivers.


 


If
this Security is a Registrable Security, then the Holder of this Security
(including any Person that has a beneficial interest in this Security) is
entitled to the benefits of a Registration Rights Agreement dated as of February 6,
2009, executed by the Company and the Purchasers (as amended from time to time,
the “Registration Rights Agreement”).


 


If
this Security is a Registrable Security and the Holder of this Security
(including any Person that has a beneficial interest in this Security) elects
to sell this Security pursuant to


 


19

















 


the Shelf Registration Statement then, by its
acceptance hereof, such Holder of this Security agrees to be bound by the terms
of the Registration Rights Agreement relating to the Registrable Securities
which are the subject of such election.


 


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
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 Agreement 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
interest hereon on or after the respective due dates expressed herein.


 


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


 


20

















 


unconditional, to pay the principal of 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, 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 US Bank, National
Association, 100 Wall Street, 16th 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 minimum
denominations of $5,000,000 and integral multiples of $1,000 thereafter.  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 Trustee’s Certificate
of Authentication.


 


The
Trustee’s certificate of authentication shall be in substantially the following
form:


 


Dated:


 


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


 




	
   

  	
   

  	
  US
  Bank, National Association, 

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized
  Officer

  






 


21

















 


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 an
aggregate principal amount not to exceed $300,000,000 (“Original Securities”).  In addition, subject to the provisions of Section 102,
the Trustee shall authenticate additional Securities (“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 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
Securities shall be known and designated as the “12% Senior Notes Due 2014” of
the Company.  Their Stated Maturity shall
be February 14, 2014 and they shall bear interest at the rate of 12% per
annum, from August 15, 2009 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 February 15 and August 15, commencing August 15,
2009, until the principal thereof is paid or made available for payment.


 


The
principal of and interest on 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 US Bank,
National Association, 100 Wall Street, 16th 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
Registrable Securities are entitled to the benefits of the Registration Rights
Agreement and in the form of Security set forth in Section 202.


 


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


 


The
Securities shall be subject to defeasance at the option of the Company as
provided in Article Eleven.


 


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


 


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


 


22

















 


SECTION 302.               Denominations.


 


The
Securities shall be issuable only in registered form without coupons and in
minimum denominations of $5,000,000 and integral multiples of $1,000 thereafter.


 


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


 


23

















 


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.


 


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 Officer’s 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 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 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, 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 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


 


24

















 


Article Three, Section 905 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.


 


(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 (the  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 Securities and of transfers and exchanges 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
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 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.


 


25
















 


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 or 905 not involving any transfer.


 


(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, 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, 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 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


 


26

















 


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 or the Regulation S Global Security, 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
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 or the Regulation S Global Security, 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 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).


 


(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 that is not a Global Security as provided in Section 306(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


 


27

















 


writing, in which case the
transferee Holder shall take delivery in the form of a Restricted Security, 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 (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 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 (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 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)                           Regulation S
Global Security to be Held Through Euroclear or Clearstream during Restricted
Period.  The Company shall use its
commercially reasonable efforts to cause the Depositary to ensure that, until
the expiration of the Restricted Period, beneficial interests in the Regulation
S Global Security may be held only in or through accounts maintained at the
Depositary by Euroclear or Clearstream (or by Agent Members acting for the
account thereof), and no person shall be entitled to effect any transfer or
exchange that would result in any such interest being held otherwise than in or
through such an account; provided that this Clause (b)(vii) shall not
prohibit any transfer or exchange of such an interest in accordance with Clause
(b)(ii) or (vi) above.


 


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


 


28

















 


(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 (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)                               any Securities
that are sold or otherwise disposed of pursuant to an effective registration
statement under the Securities Act (including the Shelf Registration Statement),
together with their Successor Securities shall not bear the Securities Act
Legend; the Company shall inform the Trustee in writing of the effective date
of any such registration statement registering the Securities under the
Securities Act;


 


(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 (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 (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 like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


29

















 


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 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 (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 and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount


 


30

















 


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 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 (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
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this Clause, such manner of payment shall be deemed
practicable by the Trustee.


 


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


 


SECTION 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 (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, 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 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


 


31

















 


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 the 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). 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 theretofore authenticated
and delivered (other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 307 and (ii)
Securities 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 not theretofore
delivered to the Trustee for cancellation


 


(i)                                     have become due
and payable, or


 


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


 


and
the Company, in the case of (i) or (ii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose of
discharging its


 


32

















 


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 interest to the date of such deposit (in the
case of Securities which have become due and payable) or to the Stated
Maturity, 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
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and interest for whose payment such money
has been deposited with the Trustee.


 


ARTICLE FIVE


 


Remedies


 


SECTION 501.                                            Events of Default.


 


“Event
of Default”, wherever used herein, means any one of the following events
(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 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 any Security at its Maturity; or


 


(3)          default in the
performance, or breach, of Section 801 hereof or Section 1202 hereof (relating
to the obligation of the Company to cause Subsidiaries to become Subsidiary
Guarantors); or


 


33

















 


(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 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,
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


 


34

















 


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 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 may declare the principal of all the
Securities 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 hereinafter provided in this Article, the Holders of a majority in
principal amount of the Outstanding Securities, 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,


 


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


 


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


 


35
















 


(2)   all Events of Default, other
than the non-payment of the principal of Securities 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 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 interest, and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and on any overdue interest, at the rate provided therefor in the
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
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.


 


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.


 


36

















 


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 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 interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:


 


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


 


SECOND:  To the payment of the amounts then due and
unpaid for principal of and interest on the 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 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
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;


 


(2)          the Holders of
not less than 25% in principal amount of the Outstanding Securities 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;


 


37

















 


(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;


 


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, or to obtain or to seek to obtain priority or preference over any
other Holders 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.


 


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


 


Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of and
(subject to Section 308) interest on such Security on the respective
Stated Maturity expressed in such Security 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.


 


38

















 


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 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.


 


SECTION 513.                            Waiver
of Past Defaults.


 


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


 


(1)          in the payment
of the principal of or interest on any Security, 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 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 or in
any suit instituted by any Holder for the enforcement of


 


39

















 


principal of or interest
on any Security on or after the respective Stated Maturity expressed in such
Security.


 


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.


 


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 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
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


 


40

















 


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 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


 


41

















 


(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 the 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, the Securities or any Subsidiary
Guarantees.  The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.


 


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 Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company,
any Subsidiary Guarantor and any other obligor upon the 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


 


42

















 


(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 the 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.


 


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.


 


43
















 


(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 the Outstanding Securities, 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:


 


(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 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 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
the Outstanding Securities 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 Holders
and accepted appointment in the manner hereinafter provided, any Holder who has
been a bona fide Holder of a Security 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.


 


44

















 


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 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 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


 


45

















 


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 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.


 


46

















 


	
   

  	
  US
  BANK, NATIONAL ASSOCIATION, As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  ,

  
	
   

  	
  As
  Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  



 


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
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 contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of
Holders 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


 


47

















 


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 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 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 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.


 


48

















 


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.


 


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.


 


49

















 


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, by Act of said Holders 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 or any Subsidiary Guarantee
or of modifying in any manner the rights of the 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 affected thereby,


 


(1)   change
the Stated Maturity of the principal of, or any installment of interest on, any
Security, or reduce the principal amount thereof or the rate of interest
thereon, or change the place of payment where, or the coin or currency in
which, any Security or any 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


 


(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, or


 


(3)   reduce
the percentage in principal amount of the Outstanding Securities, 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 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.


 


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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 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 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 and Interest.


 


The
Company will duly and punctually pay the principal of and interest on the
Securities in accordance with the terms 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.


 


51

















 


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


 


If the
Company shall at any time act as its own Paying Agent, it will, on or before
each due date of the principal of 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 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.


 


Whenever
the Company shall have one or more Paying Agents, it will, prior to each due
date of the principal of 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, in trust for the payment of
the principal of or interest on any Security and remaining unclaimed for two
years after such principal or interest has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such 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.


 


52
















 


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.


 


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 and which if unpaid would reasonably not be
expected to result in a material adverse effect on the business,


 


53

















 


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.


 


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 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 Capitalized
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 


 


54

















 


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);


 


(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


 


55

















 


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


 


(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 Outstanding Securities 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


 


Defeasance and Covenant
Defeasance


 


SECTION 1101.             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 1102 or Section 1103 applied to the Outstanding
Securities upon compliance with the conditions set forth below in this Article Eleven.


 


56

















 


SECTION 1102.                                      Defeasance and Discharge.


 


Upon
the Company’s exercise of the option provided in Section 1101 applicable
to this Section, the Company  shall be
deemed to have been discharged from its obligations with respect to the
Outstanding Securities 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 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 Securities to receive, solely from the trust fund
described in Section 1104 and as more fully set forth in such Section,
payments in respect of the principal of and interest on such Securities when
such payments are due, (B) the Company’s obligations with respect to such
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 Eleven.  Subject to
compliance with this Article Eleven the Company may exercise its option
under this Section 1102 notwithstanding the prior exercise of its option
under Section 1103.


 


SECTION 1103.                                      Covenant Defeasance.


 


Upon
the Company’s exercise of the option provided in Section 1101 applicable
to this Section, (i) the Company 
shall be released from its obligations under Sections 1006
through 1010, inclusive, and Clause (3) of Section 801 and (ii) 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 1104.                                      Conditions to Defeasance or
Covenant Defeasance.


 


The
following shall be the conditions to application of either Section 1102 or
Section 1103 to the then Outstanding Securities:


 


(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 Eleven 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
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


 


57

















 


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 each installment of interest on the 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 1102, 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 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 1103, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of the Outstanding Securities
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 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 the
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


 


58

















 


either
the defeasance under Section 1102 or the covenant defeasance under Section 1103
(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 1105.                                      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 1105,
the “Trustee”) pursuant to Section 1104 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 acting as its own 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 interest, but such
money need not be segregated from other funds except to the extent required by
law.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 1104 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 Eleven 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 1104 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 1106.                                      Reinstatement.


 


If the
Trustee or the Paying Agent is unable to apply any money in accordance with Section 1102
or 1103 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 Eleven until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 1102 or 1103; provided, however, that if the
Company makes any payment of principal of 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.


 


59
















 


ARTICLE TWELVE


 


Subsidiary Guarantee


 


SECTION 1201.              [Reserved].


 


SECTION 1202.              Subsidiary
Guarantors.


 


If any
Subsidiary of the Company shall become a subsidiary guarantor under, and as
such term is defined in, the Credit Agreement, 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 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).


 


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, Vice Chairman of the Board, Chief Executive Officer,
President or Chief Financial Officer or Vice Presidents, attested by its
Secretary or Assistant Secretary.


 


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 1203.              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 1204.              Release
of Subsidiary Guarantors.


 


If a
Subsidiary Guarantor is no longer a subsidiary guarantor under, and as such
term is defined in, the Credit Agreement, 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. 


 


60

















 


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.


 


61

















 


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:
  Senior Vice President and

  
	
   

  	
   

  	
  Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  US
  BANK, NATIONAL ASSOCIATION, as 

  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jack Ellerin

  
	
   

  	
   

  	
  Name:
  Jack Ellerin

  
	
   

  	
   

  	
  Title:
  Vice President

  
				



 


62

















 


	
   

  	
  ANNEX
  A — Form of

  
	
   

  	
  Regulation
  S Certificate

  



 


REGULATION S CERTIFICATE


 


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


of the Indenture)


 


US Bank, National Association, as Trustee


100 Wall St., 16th Floor,


New York, New York 10005


Attention:  Corporate Trust Department


 


	
   

  	
   

  	
  Re:

  	
   

  	
  12% Senior Notes due 2014 of

  
	
   

  	
   

  	
   

  	
   

  	
  Sealed Air Corporation (the “Securities”)

  



 


Reference
is made to the Indenture, dated as of February 6, 2009 (the “Indenture”),
from Sealed Air Corporation (the “Company”) to US Bank, National Association,
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 August 5, 2009 and is being effected in
accordance with the applicable amount, manner of sale and notice requirements
of Rule 144 and the current public information requirements under Rule 144
have been met; or


 


(B)           the
transfer is occurring after August 5, 2009, and the Owner is not, and
during the preceding three months has not been, an affiliate of the Company and
the current public information requirements under Rule 144 have been met.


 


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 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)


 


US Bank, National Association, as Trustee


100 Wall St., 16th Floor


New York, New York 10005


Attention:  Corporate Trust
Department


 


Re:  12% Senior Notes due 2014 of


Sealed
Air Corporation (the “Securities”)


 


Reference
is made to the Indenture, dated as of February 6, 2009 (the “Indenture”),
from Sealed Air Corporation (the “Company”) to US Bank, National Association,
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 August 5, 2009 and is being effected in
accordance with the applicable amount, manner of sale and notice requirements
of Rule 144 and the current public information requirements under Rule 144
have been met; or


 


(B)                                the
transfer is occurring after August 5, 2009, and the Owner is not, and
during the preceding three months has not been, an affiliate of the Company and
the current public information requirements under Rule 144 have been met.


 


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 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))


 


US Bank, National Association, as Trustee


100 Wall St., 16th Floor,


New York, New York 10005


Attention:  Corporate Trust
Department


 


Re:                               12% Senior Notes due 2014 of 


Sealed
Air Corporation (the “Securities”)


 


Reference
is made to the Indenture, dated as of February 6, 2009 (the “Indenture”),
from Sealed Air Corporation (the “Company”) to US Bank, National Association,
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 six months (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 


 


C-1

















 


transfers of 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 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 12% Senior Notes due 2014
(the “Securities”), issued pursuant to an Indenture dated as of February 6,
2009 between Sealed Air Corporation (the “Company”) and US Bank, National
Association, 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 interest on
such Securities when and as the same shall become due and payable, whether at
the Stated Maturity, by acceleration, 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, 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 interest on such Security, whether at their Stated
Maturity, by acceleration, or otherwise, legal proceedings may be instituted by
the Trustee on behalf of, or by, the Holder of 


 


D-1

















 


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 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
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 Agreement) and after giving
effect to any collections from or payments made by or on behalf of any other
Subsidiary Guarantor in respect of the obligations of such other Subsidiary
Guarantor under its Subsidiary Guarantee or pursuant to its contribution
obligations 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 Agreement, 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.


 


D-3

















 


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


 


	
   

  	
  [                    ]

  
	
   

  	
  As
  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  [Officer]

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
				



 


D-4