Unassociated Document


    
      
        	
                 

              


      

    

    
      


    

    ALERE
INC.,

    as
Issuer,

    


    the
GUARANTORS named herein,

    as
Guarantors,

    


    and

    


    U.S. BANK
NATIONAL ASSOCIATION,

    as
Trustee

     

    
      
        

      

    

    


    NINTH
SUPPLEMENTAL INDENTURE

    


    
      

    

    


    Dated as
of September 21, 2010

     

    
      

    

     

    8.625%
Senior Subordinated Notes due 2018

     

    
      
        	
                 

              


      

    

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

    CROSS-REFERENCE
TABLE

     

    
      
        
          
            
              
                	
                        Trust Indenture

                        Act Section

                      	 	
                        Indenture Section

                      
	 	 	 
	
                        310
      (a)(1)

                      	 	
                        7.10

                      
	
                              
      (a)(2)

                      	 	
                        7.10

                      
	
                           
         (a)(3)

                      	 	
                        Not
      Applicable

                      
	
                           
         (a)(4)

                      	 	
                        Not
      Applicable

                      
	
                              
      (a)(5)

                      	 	
                        7.10

                      
	
                         
           (b)

                      	 	
                        7.08;
      7.10

                      
	
                          
          (c)

                      	 	
                        Not
      Applicable

                      
	
                        311
      (a)

                      	 	
                        7.11

                      
	
                              
      (b)

                      	 	
                        7.11

                      
	
                              
      (c)

                      	 	
                        Not
      Applicable

                      
	
                        312
      (a)

                      	 	
                        2.05

                      
	
                              
      (b)

                      	 	
                        12.03

                      
	
                              
      (c)

                      	 	
                        12.03

                      
	
                        313
      (a)

                      	 	
                        7.06

                      
	
                              
      (b)(1)

                      	 	
                        Not
      Applicable

                      
	
                              
      (b)(2)

                      	 	
                        12.02

                      
	
                              
      (c)

                      	 	
                        7.06

                      
	
                              
      (d)

                      	 	
                        7.06

                      
	
                        314
      (a)

                      	 	
                        4.15;
      12.02

                      
	
                              
      (b)

                      	 	
                        Not
      Applicable

                      
	
                              
      (c)(1)

                      	 	
                        12.04

                      
	
                              
      (c)(2)

                      	 	
                        12.04

                      
	
                              
      (c)(3)

                      	 	
                        Not
      Applicable

                      
	
                              
      (d)

                      	 	
                        Not
      Applicable

                      
	
                              
      (e)

                      	 	
                        12.05

                      
	
                              
      (f)

                      	 	
                        Not
      Applicable

                      
	
                              
      (a)

                      	 	
                        7.01

                      
	
                              
      (b)

                      	 	
                        7.05;
      12.02

                      
	
                              
      (c)

                      	 	
                        7.01

                      
	
                              
      (d)

                      	 	
                        7.01

                      
	
                              
      (e)

                      	 	
                        6.11

                      
	
                        316
      (a)(1)(A)

                      	 	
                        6.05

                      
	
                              
      (a)(1)(B)

                      	 	
                        6.04

                      
	
                              
      (a)(2)

                      	 	
                        Not
      Applicable

                      
	
                              
      (a)(last sentence)

                      	 	
                        2.09

                      
	
                              
      (b)

                      	 	
                        6.07;
      9.02

                      
	
                              
      (c)

                      	 	
                        9.05

                      
	
                        317
      (a)(1)

                      	 	
                        6.08

                      
	
                              
      (a)(2)

                      	 	
                        6.09

                      
	
                              
      (b)

                      	 	
                        2.04

                      
	
                        318
      (a)

                      	 	
                        12.01

                      


              

            

          

        

      

    

    


    
      	
              Note:

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

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    
      
        	 
      	 
      	
                Page

              
	 
      	 
      	 
      
	
                ARTICLE
      ONE

              
	 
      
	
                ESTABLISHMENT;
      DEFINITIONS AND INCORPORATION BY REFERENCE

              
	 
      	 
      	 
      
	
                SECTION
      1.01

              	
                Establishment

              	
                1

              
	
                SECTION
      1.02

              	
                Definitions

              	
                2

              
	
                SECTION
      1.03

              	
                Other
Definitions

              	
                32

              
	
                SECTION
      1.04

              	
                Incorporation by Reference of Trust
      Indenture Act

              	
                33

              
	
                SECTION
      1.05

              	
                Rules of
      Construction

              	
                34

              
	 
      	 
      	 
      
	
                ARTICLE
      TWO

              
	 
      
	
                THE
      NOTES

              
	 
      	 
      	 
      
	
                SECTION
      2.01

              	
                Form and Dating

              	
                34

              
	
                SECTION
      2.02

              	
                Execution, Authentication and
      Denomination; Additional Notes; Exchange Notes

              	
                35

              
	
                SECTION
      2.03

              	
                Registrar, Paying Agent and Service
      Agent

              	
                36

              
	
                SECTION
      2.04

              	
                Paying Agent to Hold Assets in
      Trust

              	
                37

              
	
                SECTION
      2.05

              	
                Holder Lists

              	
                37

              
	
                SECTION
      2.06

              	
                Transfer and
      Exchange

              	
                37

              
	
                SECTION
      2.07

              	
                Replacement
Notes

              	
                38

              
	
                SECTION
      2.08

              	
                Outstanding
Notes

              	
                38

              
	
                SECTION
      2.09

              	
                Treasury Notes

              	
                39

              
	
                SECTION
      2.10

              	
                Temporary Notes

              	
                39

              
	
                SECTION
      2.11

              	
                Cancellation

              	
                39

              
	
                SECTION
      2.12

              	
                Defaulted
    Interest

              	
                40

              
	
                SECTION
      2.13

              	
                CUSIP and ISIN
      Numbers

              	
                40

              
	
                SECTION
      2.14

              	
                Deposit of
Moneys

              	
                40

              
	
                SECTION
      2.15

              	
                Book-Entry Provisions for Global
      Notes

              	
                40

              
	
                SECTION
      2.16

              	
                Special Transfer and Exchange
      Provisions

              	
                41

              
	 
      	 
      	 
      
	
                ARTICLE
      THREE

              
	 
      
	
                REDEMPTION

              
	 
      	 
      	 
      
	
                SECTION
      3.01

              	
                Notices to
    Trustee

              	
                45

              
	
                SECTION
      3.02

              	
                Selection of Notes to be
      Redeemed

              	
                45

              
	
                SECTION
      3.03

              	
                Notice of
    Redemption

              	
                45

              
	
                SECTION
      3.04

              	
                Effect of Notice of
      Redemption

              	
                46

              
	
                SECTION
      3.05

              	
                Deposit of Redemption
      Price

              	
                47

              
	
                SECTION
      3.06

              	
                Notes Redeemed in
      Part

              	
                47

              


      

    


    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	 
      	 
      	
                            Page

                          
	 
      	 
      	 
      
	
                            ARTICLE
      FOUR

                          
	 
      
	
                            COVENANTS

                          
	 
      	 
      	 
      
	
                            SECTION
      4.01

                          	
                            Payment of Principal and
      Interest

                          	
                            47

                          
	
                            SECTION
      4.02

                          	
                            Maintenance of Office or
      Agency

                          	
                            48

                          
	
                            SECTION
      4.03

                          	
                            Corporate
    Existence

                          	
                            48

                          
	
                            SECTION
      4.04

                          	
                            Compliance
      Certificate

                          	
                            48

                          
	
                            SECTION
      4.05

                          	
                            Waiver of Stay, Extension or Usury
      Laws

                          	
                            49

                          
	
                            SECTION
      4.06

                          	
                            Change of
      Control

                          	
                            49

                          
	
                            SECTION
      4.07

                          	
                            Limitations on Additional
      Indebtedness

                          	
                            51

                          
	
                            SECTION
      4.08

                          	
                            Limitations on Restricted
      Payments

                          	
                            54

                          
	
                            SECTION
      4.09

                          	
                            Limitations on
    Liens

                          	
                            56

                          
	
                            SECTION
      4.10

                          	
                            Limitations on Asset
      Sales

                          	
                            57

                          
	
                            SECTION
      4.11

                          	
                            Limitations on Transactions with
      Affiliates

                          	
                            60

                          
	
                            SECTION
      4.12

                          	
                            Limitations on Dividend and Other
      Restrictions Affecting Restricted Subsidiaries

                          	
                            62

                          
	
                            SECTION
      4.13

                          	
                            Additional
      Guarantees

                          	
                            64

                          
	
                            SECTION
      4.14

                          	
                            Limitation on Layering
      Indebtedness

                          	
                            64

                          
	
                            SECTION
      4.15

                          	
                            SEC
      Reports

                          	
                            64

                          
	
                            SECTION
      4.16

                          	
                            Limitations on Designation of
      Unrestricted Subsidiaries

                          	
                            65

                          
	
                            SECTION
      4.17

                          	
                            Conduct of
    Business

                          	
                            66

                          
	
                            SECTION
      4.18

                          	
                            Limitations on Sale and Leaseback
      Transactions

                          	
                            66

                          
	
                            SECTION
      4.19

                          	
                            Limitations on the Issuance or Sale of
      Equity Interests of Restricted Subsidiaries

                          	
                            67

                          
	
                            SECTION
      4.20

                          	
                            Suspension of
      Covenants

                          	
                            67

                          
	 
      	 
      	 
      
	
                            ARTICLE
      FIVE

                          
	 
      
	
                            SUCCESSOR
      CORPORATION

                          
	 
      	 
      	 
      
	
                            SECTION
      5.01

                          	
                            Mergers, Consolidations,
      Etc.

                          	
                            68

                          
	 
      	 
      	 
      
	
                            ARTICLE
      SIX

                          
	 
      
	
                            DEFAULT
      AND REMEDIES

                          
	 
      	 
      	 
      
	
                            SECTION
      6.01

                          	
                            Events of
      Default

                          	
                            70

                          
	
                            SECTION
      6.02

                          	
                            Acceleration

                          	
                            72

                          
	
                            SECTION
      6.03

                          	
                            Other
      Remedies

                          	
                            72

                          
	
                            SECTION
      6.04

                          	
                            Waiver of Past
      Defaults

                          	
                            73

                          
	
                            SECTION
      6.05

                          	
                            Control by
    Majority

                          	
                            73

                          
	
                            SECTION
      6.06

                          	
                            Limitation on
    Suits

                          	
                            73

                          
	
                            SECTION
      6.07

                          	
                            Rights of Holders to Receive
      Payment

                          	
                            74

                          
	
                            SECTION
      6.08

                          	
                            Collection Suit by
      Trustee

                          	
                            74

                          
	
                            SECTION
      6.09

                          	
                            Trustee May File Proofs of
      Claim

                          	
                            74

                          
	
                            SECTION
      6.10

                          	
                            Priorities

                          	
                            74

                          
	
                            SECTION
      6.11

                          	
                            Undertaking for
      Costs

                          	
                            75

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	 
      	 
      	
                            Page

                          
	 
      	 
      	 
      
	
                            ARTICLE
      SEVEN

                          
	 
      
	
                            TRUSTEE

                          
	 
      	 
      	 
      
	
                            SECTION
      7.01

                          	
                            Duties of
      Trustee

                          	
                            75

                          
	
                            SECTION
      7.02

                          	
                            Rights of
      Trustee

                          	
                            76

                          
	
                            SECTION
      7.03

                          	
                            Individual Rights of
      Trustee

                          	
                            77

                          
	
                            SECTION
      7.04

                          	
                            Trustee’s
    Disclaimer

                          	
                            78

                          
	
                            SECTION
      7.05

                          	
                            Notice of
      Default

                          	
                            78

                          
	
                            SECTION
      7.06

                          	
                            Reports by Trustee to
      Holders

                          	
                            78

                          
	
                            SECTION
      7.07

                          	
                            Compensation and
      Indemnity

                          	
                            78

                          
	
                            SECTION
      7.08

                          	
                            Replacement of
      Trustee

                          	
                            79

                          
	
                            SECTION
      7.09

                          	
                            Successor Trustee by Merger,
      Etc.

                          	
                            80

                          
	
                            SECTION
      7.10

                          	
                            Eligibility;
      Disqualification

                          	
                            80

                          
	
                            SECTION
      7.11

                          	
                            Preferential Collection of Claims
      Against the Issuer

                          	
                            80

                          
	 
      	 
      	 
      
	
                            ARTICLE
      EIGHT

                          
	 
      
	
                            DISCHARGE
      OF INDENTURE; DEFEASANCE

                          
	 
      	 
      	 
      
	
                            SECTION
      8.01

                          	
                            Termination of the Issuer’s
      Obligations

                          	
                            80

                          
	
                            SECTION
      8.02

                          	
                            Legal Defeasance and Covenant
      Defeasance

                          	
                            81

                          
	
                            SECTION
      8.03

                          	
                            Conditions to Legal Defeasance or
      Covenant Defeasance

                          	
                            82

                          
	
                            SECTION
      8.04

                          	
                            Application of Trust
      Money

                          	
                            84

                          
	
                            SECTION
      8.05

                          	
                            Repayment to the
      Issuer

                          	
                            84

                          
	
                            SECTION
      8.06

                          	
                            Reinstatement

                          	
                            85

                          
	 
      	 
      	 
      
	
                            ARTICLE
      NINE

                          
	 
      
	
                            AMENDMENTS,
      SUPPLEMENTS AND WAIVERS

                          
	 
      	 
      	 
      
	
                            SECTION
      9.01

                          	
                            Without Consent of
      Holders

                          	
                            85

                          
	
                            SECTION
      9.02

                          	
                            With Consent of
      Holders

                          	
                            86

                          
	
                            SECTION
      9.03

                          	
                            Effect on Senior
      Debt

                          	
                            87

                          
	
                            SECTION
      9.04

                          	
                            Compliance with the Trust Indenture
      Act

                          	
                            87

                          
	
                            SECTION
      9.05

                          	
                            Revocation and Effect of
      Consents

                          	
                            87

                          
	
                            SECTION
      9.06

                          	
                            Notation on or Exchange of
      Notes

                          	
                            88

                          
	
                            SECTION
      9.07

                          	
                            Trustee To Sign Amendments,
      Etc.

                          	
                            88

                          
	 
      	 
      	 
      
	
                            ARTICLE
      TEN

                          
	 
      
	
                            SUBORDINATION
      OF NOTES

                          
	 
      	 
      	 
      
	
                            SECTION
      10.01

                          	
                            Notes Subordinated to Senior
      Debt

                          	
                            88

                          
	
                            SECTION
      10.02

                          	
                            Suspension of Payment When Senior Debt
      Is in Default

                          	
                            89

                          
	
                            SECTION
      10.03

                          	
                            Notes Subordinated to Prior Payment of
      All Senior Debt on Dissolution, Liquidation or Reorganization of the
      Issuer

                          	
                            90

                          
	
                            SECTION
      10.04

                          	
                            Payments May Be Made on
      Notes

                          	
                            91

                          
	
                            SECTION
      10.05

                          	
                            Holders To Be Subrogated to Rights of
      Holders of Senior Debt

                          	
                            92

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        -iii-

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      	
                                    Page

                                  
	 
      	 
      	 
      
	
                                    SECTION
      10.06

                                  	
                                    Obligations of the Issuer
      Unconditional

                                  	
                                    92

                                  
	
                                    SECTION
      10.07

                                  	
                                    Notice to
      Trustee

                                  	
                                    92

                                  
	
                                    SECTION
      10.08

                                  	
                                    Reliance on Judicial Order or
      Certificate of Liquidating Agent

                                  	
                                    92

                                  
	
                                    SECTION
      10.09

                                  	
                                    Trustee’s Relation to Senior
      Debt

                                  	
                                    93

                                  
	
                                    SECTION
      10.10

                                  	
                                    Subordination Rights Not Impaired by
      Acts or Omissions of the Issuer or Holders of Senior
      Debt

                                  	
                                    93

                                  
	
                                    SECTION
      10.11

                                  	
                                    Holders Authorize Trustee To Effectuate
      Subordination of Notes

                                  	
                                    93

                                  
	
                                    SECTION
      10.12

                                  	
                                    This Article Ten Not To Prevent Events
      of Default

                                  	
                                    94

                                  
	
                                    SECTION
      10.13

                                  	
                                    Trustee’s Compensation Not
      Prejudiced

                                  	
                                    94

                                  
	 
      	 
      	 
      
	
                                    ARTICLE
      ELEVEN

                                  
	 
      
	
                                    GUARANTEE

                                  
	 
      	 
      	 
      
	
                                    SECTION
      11.01

                                  	
                                    Unconditional
      Guarantee

                                  	
                                    94

                                  
	
                                    SECTION
      11.02

                                  	
                                    Subordination of
      Guarantee

                                  	
                                    95

                                  
	
                                    SECTION
      11.03

                                  	
                                    Limitation on Guarantor
      Liability

                                  	
                                    95

                                  
	
                                    SECTION
      11.04

                                  	
                                    Release of a
      Guarantor

                                  	
                                    96

                                  
	
                                    SECTION
      11.05

                                  	
                                    Waiver of
      Subrogation

                                  	
                                    97

                                  
	
                                    SECTION
      11.06

                                  	
                                    Immediate
      Payment

                                  	
                                    97

                                  
	
                                    SECTION
      11.07

                                  	
                                    No
      Set-Off

                                  	
                                    97

                                  
	
                                    SECTION
      11.08

                                  	
                                    Guarantee Obligations
      Absolute

                                  	
                                    97

                                  
	
                                    SECTION
      11.09

                                  	
                                    Guarantee Obligations
      Continuing

                                  	
                                    97

                                  
	
                                    SECTION
      11.10

                                  	
                                    Guarantee Obligations Not
      Reduced

                                  	
                                    97

                                  
	
                                    SECTION
      11.11

                                  	
                                    Guarantee Obligations
      Reinstated

                                  	
                                    98

                                  
	
                                    SECTION
      11.12

                                  	
                                    Guarantee Obligations Not
      Affected

                                  	
                                    98

                                  
	
                                    SECTION
      11.13

                                  	
                                    Waiver

                                  	
                                    99

                                  
	
                                    SECTION
      11.14

                                  	
                                    No Obligation To Take Action Against
      the Issuer

                                  	
                                    99

                                  
	
                                    SECTION
      11.15

                                  	
                                    Dealing with the Issuer and
      Others

                                  	
                                    99

                                  
	
                                    SECTION
      11.16

                                  	
                                    Default and
      Enforcement

                                  	
                                    100

                                  
	
                                    SECTION
      11.17

                                  	
                                    Amendment,
      Etc.

                                  	
                                    100

                                  
	
                                    SECTION
      11.18

                                  	
                                    Acknowledgment

                                  	
                                    100

                                  
	
                                    SECTION
      11.19

                                  	
                                    Costs and
      Expenses

                                  	
                                    100

                                  
	
                                    SECTION
      11.20

                                  	
                                    No Waiver; Cumulative
      Remedies

                                  	
                                    100

                                  
	
                                    SECTION
      11.21

                                  	
                                    Survival of Guarantee
      Obligations

                                  	
                                    100

                                  
	
                                    SECTION
      11.22

                                  	
                                    Guarantee in Addition to Other
      Guarantee Obligations

                                  	
                                    101

                                  
	 
      	 
      	 
      
	
                                    ARTICLE
      TWELVE

                                  
	 
      
	
                                    MISCELLANEOUS

                                  
	 
      	 
      	 
      
	
                                    SECTION
      12.01

                                  	
                                    Trust Indenture Act
      Controls

                                  	
                                    101

                                  
	
                                    SECTION
      12.02

                                  	
                                    Notices

                                  	
                                    101

                                  
	
                                    SECTION
      12.03

                                  	
                                    Communications by Holders with Other
      Holders

                                  	
                                    102

                                  
	
                                    SECTION
      12.04

                                  	
                                    Certificate and Opinion as to
      Conditions Precedent

                                  	
                                    102

                                  
	
                                    SECTION
      12.05

                                  	
                                    Statements Required in Certificate or
      Opinion

                                  	
                                    103

                                  
	
                                    SECTION
      12.06

                                  	
                                    Rules by Trustee and
      Agents

                                  	
                                    103

                                  
	
                                    SECTION
      12.07

                                  	
                                    Legal
      Holidays

                                  	
                                    103

                                  
	
                                    SECTION
      12.08

                                  	
                                    Governing Law; Waiver of Jury
      Trial

                                  	
                                    103

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -iv-

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	 
      	 
      	
                            Page

                          
	 
      	 
      	 
      
	
                            SECTION
      12.09

                          	
                            No Adverse Interpretation of Other
      Agreements

                          	
                            104

                          
	
                            SECTION
      12.10

                          	
                            No Recourse Against
      Others

                          	
                            104

                          
	
                            SECTION
      12.11

                          	
                            Successors

                          	
                            104

                          
	
                            SECTION
      12.12

                          	
                            Duplicate
      Originals

                          	
                            104

                          
	
                            SECTION
      12.13

                          	
                            Severability

                          	
                            104

                          
	
                            SECTION
      12.14

                          	
                            Force
      Majeure

                          	
                            104

                          
	
                            SECTION
      12.15

                          	
                            U.S.A. Patriot
      Act

                          	
                            105

                          


                  

                

              

            

          

        

      

    

    


    
      
        	
                Exhibits

              	 
      	 
      
	 
      	 
      	 
      
	
                Exhibit
      A

              	
                Form
      of Note

              	 
      
	
                Exhibit
      B

              	
                Forms
      of Legends

              	 
      
	
                Exhibit
      C

              	
                Form
      of Certificate to be delivered in connection with Transfers to Non-QIB
      Institutional Accredited Investors

              	 
      
	
                Exhibit
      D

              	
                Form
      of Certificate to be delivered in connection with Transfers pursuant to
      Regulation S

              	 
      
	
                Exhibit
      E

              	
                Form
      of Supplemental Indenture

              	 
      


      

    


    
      
         


      

      
        -v-

        
          

        

      

      
         


      

    


    NINTH
SUPPLEMENTAL INDENTURE, dated as of September 21, 2010 (this “Supplemental Indenture”),
among Alere Inc., a Delaware corporation, as Issuer (the “Issuer”), each of the
Guarantors named herein, as Guarantors, and U.S. Bank National Association, a
national banking association, as Trustee (the “Trustee”).

     

    THIS
INDENTURE WITNESSETH

     

    WHEREAS,
the Issuer and the Trustee have previously executed and delivered an Indenture,
dated as of May 12, 2009 (the “Base Indenture”), providing
for the issuance from time to time of one or more series of the debt securities
of the Issuer;

     

    WHEREAS,
Sections 2.01, 2.02 and 9.01 of the Base Indenture provide that the Issuer and
the Trustee may enter into an indenture supplemental to the Base Indenture to
establish the form or terms of a series of securities;

     

    WHEREAS,
the Issuer has duly authorized the creation and issue of 8.625% Senior
Subordinated Notes due 2018 and, to provide therefor, the Issuer and the
Guarantors have duly authorized the execution and delivery of this Supplemental
Indenture;

     

    WHEREAS,
the Issuer is entering into this Supplemental Indenture to establish the form
and terms of such 8.625% Senior Subordinated Notes due 2018;

     

    WHEREAS,
the Base Indenture is incorporated in this Supplemental Indenture by reference
as set forth in this Supplemental Indenture, and the Base Indenture, as amended,
supplemented and modified by this Supplemental Indenture and as may be further
amended, supplemented or modified with respect to this Supplemental Indenture,
is referred to as this “Indenture” in this
Supplemental Indenture; and

     

    WHEREAS,
all conditions precedent to be performed or effected by the Issuer and the
Guarantors to authorize the execution and delivery of this Supplemental
Indenture and to make it the valid and binding obligations of the Issuer and the
Guarantors, as applicable, have been complied with;

     

    NOW
THEREFORE, each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Notes (each as defined
below):

     

    ARTICLE
ONE

     

    ESTABLISHMENT;
DEFINITIONS AND INCORPORATION BY REFERENCE

     

    
      	
              SECTION
      1.01

            	
              Establishment.

            


    

     

    (a)           There
is hereby established a new Series of Securities (each as defined in the Base
Indenture) to be issued under this Indenture, designated as the Issuer’s 8.625%
Senior Subordinated Notes due 2018.

     

    (b)           There
are to be authenticated and delivered on the date hereof up to $400,000,000
aggregate principal amount of the Notes.

     

    (c)           The
Notes shall be issued in the form of one or more permanent Notes in accordance
with Article Two of this Supplemental Indenture.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (d)           Each
Note shall be dated the date of authentication thereof and shall bear interest
from the Issue Date, the date of original issuance thereof (which, in the case
of the Initial Notes, is the Issue Date) or from the most recent date to which
interest has been paid or duly provided for on the applicable Notes, all as
further provided in this Supplemental Indenture.

     

    (e)           Solely
with respect to the Notes and the Guarantees, the Base Indenture shall be
amended, supplemented and modified pursuant to Sections 2.01, 2.02 and 9.01
thereof to establish the terms of the Notes and the Guarantees as set forth in
this Supplemental Indenture, including as follows:

     

    (1)           the
form and terms of the securities representing the Notes required to be
established pursuant to Article Two of the Base Indenture are established
pursuant to Article Two of this Supplemental Indenture;

     

    (2)           the
provisions of Articles One, Two, Three, Four, Five, Six, Seven, Eight, Nine and
Ten of the Base Indenture are superseded in their entirety by, respectively, the
provisions of Articles One, Two, Three, Four, Five, Six, Seven, Eight, Nine and
Twelve of this Supplemental Indenture;

     

    (3)           the
provisions of Articles Ten and Eleven of this Supplemental Indenture supplement,
but shall not otherwise modify, the Base Indenture (as otherwise supplemented by
this Supplemental Indenture);

     

    (4)           to
the extent that the provisions of this Supplemental Indenture (including those
referred to in clauses (2) and (3) immediately above) are duplicative
of, or in conflict with, any provision of the Base Indenture, the provisions of
this Supplemental Indenture shall govern and be controlling;

     

    (5)           Article
Eleven of the Base Indenture is deleted in its entirety for purposes of this
Supplemental Indenture; and

     

    (6)           unless
otherwise expressly specified, references in this Supplemental Indenture to
specific Article or Section numbers refer to Articles and Sections contained in
this Supplemental Indenture, and not the Base Indenture or any other
document.

     

    
      	
              SECTION
      1.02

            	
              Definitions.

            


    

     

    Set forth
below are certain defined terms used in this Indenture.

     

    “2007 Convertible Notes” means
those certain 3% convertible senior subordinated notes due 2016 in the aggregate
principal amount of $150.0 million issued by the Issuer to certain holders
thereof under that certain Indenture between the Issuer and U.S. Bank Trust
National Association, as trustee, dated as of May 14, 2007.

     

    “2009 Senior Subordinated
Notes” means those certain 9.00% senior subordinated notes due 2016
issued by the Issuer to certain holders thereof under the 2009 Senior
Subordinated Notes Indenture.

     

    “2009 Senior
Subordinated Notes Indenture” means that certain Indenture between
the Issuer and U.S. Bank National Association, as trustee, dated as of
May 12, 2009, as amended, supplemented and modified by that certain First
Supplemental Indenture among the Issuer, the guarantors named therein and
U.S. Bank National Association, as trustee, dated as of May 12, 2009,
as the foregoing has been further amended, supplemented and modified to date and
may be further amended, supplemented and modified.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    “Acquired Indebtedness” means
(1) with respect to any Person that becomes a Restricted Subsidiary after the
Issue Date, Indebtedness of such Person and its Subsidiaries existing at the
time such Person becomes a Restricted Subsidiary that was not incurred in
connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary and (2) with respect to the Issuer or any Restricted Subsidiary, any
Indebtedness of a Person (other than the Issuer or a Restricted Subsidiary)
existing at the time such Person is merged with or into, or consolidated with,
the Issuer or a Restricted Subsidiary, or Indebtedness expressly assumed by the
Issuer or any Restricted Subsidiary in connection with the acquisition of any
Person or any asset or assets from another Person, which Indebtedness was not,
in any case, incurred by such other Person in connection with, or in
contemplation of, such merger, consolidation or acquisition.

     

    “Additional Interest” has the meaning set
forth in the Registration Rights Agreement.

     

    “Affiliate” of any Person means
any other Person which directly or indirectly controls or is controlled by, or
is under direct or indirect common control with, the referent
Person.  For purposes of Section 4.11, Affiliates shall be deemed to
include, with respect to any Person, any other Person (1) which
beneficially owns or holds, directly or indirectly, 10% or more of any class of
the Voting Stock of the referent Person, (2) of which 10% or more of the
Voting Stock is beneficially owned or held, directly or indirectly, by the
referenced Person or (3) with respect to an individual, any immediate
family member of such Person.  For purposes of this definition, “control” of a Person shall
mean 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 “controlling,” “controlled by” and “under common control” shall
have correlative meanings.

     

    “Agent” means any Registrar,
Paying Agent or Service Agent.

     

    “amend” means to amend,
supplement, restate, amend and restate or otherwise modify; and “amendment” shall have a
correlative meaning.

     

    “asset” means any asset or
property.

     

    “Asset Acquisition”
means:

     

    (1)           an
Investment by the Issuer or any Restricted Subsidiary of the Issuer in any other
Person if, as a result of such Investment, such Person shall become a Restricted
Subsidiary of the Issuer, or shall be merged with or into the Issuer or any
Restricted Subsidiary of the Issuer; or

     

    (2)           the
acquisition by the Issuer or any Restricted Subsidiary of the Issuer of all or
substantially all of the assets of any other Person or any division or line of
business of any other Person.

     

    “Asset Sale” means any sale,
conveyance, transfer, lease, assignment, license or other disposition on or
after the Issue Date by the Issuer or any Restricted Subsidiary to any Person
other than the Issuer or any Restricted Subsidiary (including by means of a Sale
and Leaseback Transaction or a merger or consolidation) (collectively, for
purposes of this definition, a “transfer”), in one transaction
or a series of related transactions, of any assets of the Issuer or any of its
Restricted Subsidiaries other than in the ordinary course of
business.  For purposes of this definition, the term “Asset Sale”
shall not include:


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    (1)           transfers
of cash or Cash Equivalents;

     

    (2)           transfers
of assets (including Equity Interests) that are governed by, and made in
accordance with, Article Five;

     

    (3)           Permitted
Investments, Restricted Payments permitted under Section 4.08 and transfers that
would constitute Restricted Payments but for the exclusions in clauses (1) and
(2) of the definition thereof; provided, however, that any sale,
conveyance, contribution, transfer, lease, assignment, license or other
disposition of assets by the Issuer or any of its Restricted Subsidiaries to any
Health Management Joint Venture pursuant to clause (13) of the definition of
“Permitted Investments” in connection with the creation thereof shall be deemed
to be an “Asset Sale” for purposes of this definition;

     

    (4)           the
creation or realization of any Permitted Lien;

     

    (5)           transfers
of damaged, worn-out or obsolete equipment or assets that, in the Issuer’s
reasonable judgment, are no longer used or useful in the business of the Issuer
or the Restricted Subsidiaries;

     

    (6)           any
license of intellectual property not otherwise in the ordinary course of
business, other than the license of all or substantially all of the rights
associated with any intellectual property owned or controlled by the Issuer or
any of the Restricted Subsidiaries if (i) such rights are used or could be
used in a line of business then being conducted by the Issuer or any of the
Restricted Subsidiaries and such rights and line of business are material to the
business of the Issuer and the Restricted Subsidiaries taken as a whole, as
reasonably determined by the Issuer, (ii) such license is for all or
substantially all of the remaining contractual or useful life of such
intellectual property, whichever is shorter, determined as of the date such
license is granted, and (iii) the Fair Market Value of such license, together
with that of any other such licenses meeting the criteria in clauses (i) and
(ii) (with the Fair Market Value of any such license being determined at the
time thereof and without regard to subsequent changes in value), exceeds $25.0
million in any fiscal year of the Issuer; and

     

    (7)           any
transfer or series of related transfers that, but for this clause, would be
Asset Sales, if after giving effect to such transfers, the aggregate Fair Market
Value of the assets transferred in such transaction or any such series of
related transactions does not exceed, in the aggregate with all other such
transactions or series of related transactions (with the Fair Market Value of
any such transaction being determined at the time thereof and without regard to
subsequent changes in value), $25.0 million in any fiscal year of the
Issuer.

     

    “Attributable Indebtedness,”
when used with respect to any Sale and Leaseback Transaction, means, as at the
time of determination, the present value (discounted at a rate equivalent to the
Issuer’s then-current weighted average cost of funds for borrowed money as at
the time of determination, compounded on a semi-annual basis) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in any such Sale and Leaseback Transaction.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    “Bankruptcy Law” means Title 11
of the United States Code, as amended, or any similar federal or state law for
the relief of debtors.

     

    “Board of Directors” shall
mean, with respect to any Person, (i) in the case of any corporation, the
board of directors of such Person, (ii) in the case of any limited
liability company, the board of managers of such Person, (iii) in the case
of any partnership, the Board of Directors of the general partner of such Person
and (iv) in any other case, the functional equivalent of the foregoing, or
any committee thereof duly authorized to act on behalf of such
Board.

     

    “Business Day” means a day
other than a Saturday, Sunday or other day on which banking institutions in The
City of New York, New York are authorized or required by law to
close.

     

    “Capitalized Lease” means a
lease required to be capitalized for financial reporting purposes in accordance
with GAAP.

     

    “Capitalized Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts
under a Capitalized Lease, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

     

    “Cash Equivalents”
means:

     

    (1)           marketable
obligations with a maturity of one (1) year or less issued or directly and fully
guaranteed or insured by the United States of America or issued by any agency or
instrumentality thereof and the full faith and credit of the United States of
America is pledged in support thereof;

     

    (2)           any
marketable direct obligations issued by any other agency of the United States of
America, any State of the United States of America or the District of Columbia,
or any political subdivision of any such state or instrumentality thereof, in
each case having one of the two highest ratings obtainable from either S&P
or Moody’s;

     

    (3)           demand
and time deposits and certificates of deposit or acceptances with a maturity of
one hundred eighty (180) days or less of any financial institution that is a
member of the Federal Reserve System having combined capital and surplus and
undivided profits of not less than $500.0 million;

     

    (4)           commercial
paper maturing no more than one (1) year from the date of creation thereof
issued by a corporation that is not the Issuer or an Affiliate of the Issuer,
and is organized under the laws of any State of the United States of America or
the District of Columbia and rated at least A-1 by S&P or at least P-1 by
Moody’s;

     

    (5)           repurchase
obligations with a term of not more than ten (10) days for underlying securities
of the types described in clause (1) above entered into with any commercial bank
meeting the specifications of clause (3) above;

     

    (6)           investments
in money market or other mutual funds substantially all of whose assets comprise
securities of the types described in clauses (1) through (5) above;
and


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    


    (7)           other
short-term investments utilized by any Foreign Subsidiary in accordance with
normal investment practices for cash management, and other investments by
Foreign Subsidiaries in or with foreign obligors that, in the reasonable
judgment of the Issuer, are of a credit quality comparable to those listed in
clauses (1) through (6) above.

     

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

     

    (1)           any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), is or becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act (except that for purposes of this clause that
person or group shall be deemed to have “beneficial ownership” of all securities
that any such person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time)), directly or
indirectly, of Voting Stock representing more than 50% of the voting power of
the total outstanding Voting Stock of the Issuer;

     

    (2)           during
any period of two consecutive years, individuals who at the beginning of such
period constituted the Issuer’s Board of Directors (together with any new
directors whose election to the Issuer’s Board of Directors or whose nomination
for election by the Issuer’s stockholders was approved by a vote of at least a
majority of the directors of the Issuer then still in office either who were
directors of the Issuer at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason (other
than death or disability) to constitute a majority of the Issuer’s Board of
Directors;

     

    (3)           consummation
of (a) any share exchange, consolidation or merger of the Issuer or series of
such related transactions (excluding a merger with a Wholly-Owned Restricted
Subsidiary solely for the purpose of changing the Issuer’s name or jurisdiction
of incorporation) or (b) any sale, lease or other transfer, in one transaction
or a series of related transactions, of all or substantially all of the
consolidated assets of the Issuer and its Restricted Subsidiaries, taken as a
whole, to any “person” or “group” within the meaning thereof in Section 13(d) of
the Exchange Act, other than one or more of the Wholly-Owned Restricted
Subsidiaries; provided,
however, that a
transaction described in foregoing clause (a) or (b) where the holders of Voting
Stock representing more than 50% of the voting power of the total outstanding
Voting Stock of the Issuer immediately prior to such transaction own, directly
or indirectly, Voting Stock representing more than 50% of the voting power of
the total outstanding Voting Stock of the continuing, surviving or resulting
entity or the transferee immediately after such event shall not be a Change of
Control; or

     

    (4)           the
Issuer shall adopt a Plan of Liquidation or dissolution or any such plan shall
be approved by the stockholders of the Issuer.

     

    Notwithstanding
anything herein to the contrary, neither the creation by the Issuer or any of
its Subsidiaries of any Health Management Joint Venture nor the sale,
conveyance, contribution, transfer, lease, assignment, license or other
disposition by the Issuer or any of its Subsidiaries of any Health Management
Business assets to any such Health Management Joint Venture in connection with
such creation shall constitute a Change of Control for purposes of clause (3)(b)
of this definition, so long as (i) the holders of Voting Stock representing more
than 50% of the voting power of the total outstanding Voting Stock of the Issuer
immediately prior to such transaction own, directly or indirectly, Voting Stock
representing more than 50% of the voting power of the total outstanding Voting
Stock of the Issuer immediately after such transaction, and (ii) on the date of
such transaction, after giving effect to such transaction, the Consolidated
Total Leverage Ratio would be less than or equal to 4.0 to 1.0.


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    “Consolidated Amortization
Expense” for any period means the amortization expense of the Issuer and
the Restricted Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP.

     

    “Consolidated Cash Flow” for
any period means, without duplication, the sum of the amounts for such period
of:

     

    (1)           Consolidated
Net Income; plus

     

    (2)           in
each case only to the extent (and in the same proportion) deducted in
determining Consolidated Net Income and with respect to the portion of
Consolidated Net Income attributable to any Restricted Subsidiary only if a
corresponding amount would be permitted at the date of determination to be
distributed to the Issuer by such Restricted Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted Subsidiary or its
stockholders,

     

    (a)           Consolidated
Income Tax Expense,

     

    (b)           Consolidated
Amortization Expense (but only to the extent not included in Consolidated
Interest Expense),

     

    (c)           Consolidated
Depreciation Expense,

     

    (d)           Consolidated
Interest Expense, and

     

    (e)           all
other non-cash items reducing Consolidated Net Income for such period, including
any stock-based compensation expense, in each case determined on a consolidated
basis in accordance with GAAP; minus

     

    (3)           the
aggregate amount of all non-cash items, determined on a consolidated basis, to
the extent such items increased Consolidated Net Income (including the reversal
of accruals or reserves for charges that increased Consolidated Net Income at
any time during the Four-Quarter Period ending on the Issue Date or thereafter)
for such period; minus

     

    (4)           cash
disbursements in respect of previously accrued or reserved items increasing
Consolidated Cash Flow in that or prior periods.

     

    “Consolidated Depreciation
Expense” for any period means the depreciation expense of the Issuer and
the Restricted Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP.

     

    “Consolidated Income Tax
Expense” for any period means the provision for taxes of the Issuer and
the Restricted Subsidiaries, determined on a consolidated basis in accordance
with GAAP.

     

    “Consolidated Interest Coverage
Ratio” means the ratio of (x) Consolidated Cash Flow during the
Four-Quarter Period ending on or prior to the date of the transaction giving
rise to the need to calculate the Consolidated Interest Coverage Ratio (the
“Transaction Date”) to
(y) Consolidated Interest Expense for such Four-Quarter Period.  For
purposes of this definition, Consolidated Cash Flow and Consolidated Interest
Expense shall be calculated after giving effect on a pro forma basis for the
period of such calculation to:


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    (1)           the
incurrence of any Indebtedness or the issuance of any Preferred Stock of any
Restricted Subsidiary (and the application of the proceeds thereof) and any
repayment of other Indebtedness or the redemption of any Preferred Stock of any
Restricted Subsidiary (and the application of the proceeds thereof), other than
the incurrence or repayment of Indebtedness in the ordinary course of business
for working capital purposes pursuant to any revolving credit arrangement,
occurring during the Four-Quarter Period or at any time subsequent to the last
day of the Four-Quarter Period and on or prior to the Transaction Date, as if
such incurrence, issuance, repayment or redemption, as the case may be (and the
application of the proceeds thereof), occurred on the first (1st) day of
the Four-Quarter Period; and

     

    (2)           any
Asset Sale or Asset Acquisition (including any Asset Acquisition giving rise to
the need to make such calculation as a result of the Issuer or any Restricted
Subsidiary (including any Person who becomes a Restricted Subsidiary as a result
of such Asset Acquisition) incurring Acquired Indebtedness and also including
any Consolidated Cash Flow (including any pro forma expense and cost
reductions calculated on a basis consistent with Regulation S-X under the
Exchange Act) associated with any such Asset Acquisition) occurring during the
Four-Quarter Period or at any time subsequent to the last day of the
Four-Quarter Period and on or prior to the Transaction Date, as if such Asset
Sale or Asset Acquisition (including the incurrence of, or assumption or
liability for, any such Acquired Indebtedness) occurred on the first (1st) day of
the Four-Quarter Period.

     

    If the Issuer or any
Restricted Subsidiary directly or indirectly guarantees Indebtedness of a third
Person, the preceding sentence shall give effect to the incurrence of such
guaranteed Indebtedness as if the Issuer or such Restricted Subsidiary had
directly incurred or otherwise assumed such guaranteed
Indebtedness.

     

    In
calculating Consolidated Interest Expense for purposes of determining the
denominator (but not the numerator) of this Consolidated Interest Coverage
Ratio:

     

    (1)           interest
on outstanding Indebtedness determined on a fluctuating basis as of the
Transaction Date and which will continue to be so determined thereafter shall be
deemed to have accrued at a fixed rate per annum equal to the rate
of interest on such Indebtedness in effect on the Transaction Date;

     

    (2)           if
interest on any Indebtedness actually incurred on the Transaction Date may
optionally be determined at an interest rate based upon a factor of a prime or
similar rate, a eurocurrency interbank offered rate, or other rates, then the
interest rate in effect on the Transaction Date will be deemed to have been in
effect during the Four-Quarter Period; and

     

    (3)           notwithstanding
clause (1) or (2) above, interest on Indebtedness determined on a fluctuating
basis, to the extent such interest is covered by agreements relating to Hedging
Obligations, shall be deemed to accrue at the rate per annum resulting after
giving effect to the operation of such agreements.

     

    “Consolidated Interest Expense”
for any period means the sum, without duplication, of the total interest expense
of the Issuer and the Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP and including without
duplication:


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

    (1)           imputed
interest on Capitalized Lease Obligations and Attributable
Indebtedness;

     

    (2)           commissions,
discounts and other fees and charges owed with respect to letters of credit
securing financial obligations, bankers’ acceptance financing and receivables
financings;

     

    (3)           the
net costs associated with Hedging Obligations;

     

    (4)      
    amortization of debt issuance costs, debt discount or
premium and other financing fees and expenses (other than the write-off of
deferred debt issuance costs resulting from the initial offering of the
Notes);

     

    (5)           the
interest portion of any deferred payment obligations;

     

    (6)           all
other non-cash interest expense;

     

    (7)           capitalized
interest;

     

    (8)           the
product of (x) all dividend payments on any series of Disqualified Equity
Interests of the Issuer or any Preferred Stock of any Restricted Subsidiary
(other than any such Disqualified Equity Interests or any Preferred Stock held
by the Issuer or a Wholly-Owned Restricted Subsidiary or to the extent paid in
Qualified Equity Interests), multiplied by (y) a fraction,
the numerator of which is one and the denominator of which is one minus the then current
combined federal, state and local statutory tax rate of the Issuer and the
Restricted Subsidiaries, expressed as a decimal;

     

    (9)           all
interest payable with respect to discontinued operations; and

     

    (10)         all
interest on any Indebtedness of any other Person guaranteed by the Issuer or any
Restricted Subsidiary.

     

    Consolidated
Interest Expense shall be calculated after giving effect to Hedging Obligations
(including associated costs) described in clause (1) of the definition of
“Hedging Obligations,” but excluding unrealized gains and losses with respect to
Hedging Obligations.

     

    “Consolidated Net Income” for
any period means the net income (or loss) of the Issuer and the Restricted
Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP; provided,
however, that there
shall be excluded from such net income (to the extent otherwise included
therein), without duplication:

     

    (1)           the
net income (or loss) of any Person (other than a Restricted Subsidiary) in which
any Person other than the Issuer and the Restricted Subsidiaries has an
ownership interest, except to the extent that cash in an amount equal to any
such income has actually been received by the Issuer or any of its Wholly-Owned
Restricted Subsidiaries during such period;

     

    (2)           except
to the extent includible in the consolidated net income of the Issuer pursuant
to the foregoing clause (1), the net income (or loss) of any Person that accrued
prior to the date that (i) such Person becomes a Restricted Subsidiary or is
merged into or consolidated with the Issuer or any Restricted Subsidiary or (ii)
the assets of such Person are acquired by the Issuer or any Restricted
Subsidiary;


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    (3)           the
net income of any Restricted Subsidiary during such period to the extent that
the declaration or payment of dividends or similar distributions by such
Restricted Subsidiary of that income is not permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary during such
period, except that the Issuer’s equity in a net loss of any such Restricted
Subsidiary for such period shall be included in determining Consolidated Net
Income;

     

    (4)           for
the purposes of calculating the Restricted Payments Basket only, in the case of
a successor to the Issuer by consolidation, merger or transfer of its assets,
any income (or loss) of the successor prior to such merger, consolidation or
transfer of assets;

     

    (5)           other
than for purposes of calculating the Restricted Payments Basket, any gain (or
loss), together with any related provisions for taxes on any such gain (or the
tax effect of any such loss), realized during such period by the Issuer or any
Restricted Subsidiary upon (i) the acquisition of any securities, or the
extinguishment of any Indebtedness, of the Issuer or any Restricted Subsidiary
or (ii) any Asset Sale by the Issuer or any Restricted Subsidiary;

     

    (6)           any
gains and losses due solely to fluctuations in currency values and the related
tax effects according to GAAP;

     

    (7)           any
unrealized gains and losses with respect to Hedging Obligations;

     

    (8)           any
extraordinary, unusual or nonrecurring gain, charges and losses (including all
restructuring costs, facilities relocation costs, acquisition integration costs
and fees, including cash severance payments made in connection with
acquisitions, and any expense or charge related to the repurchase of Equity
Interests or warrants or options to purchase Equity Interests), and the related
tax effects according to GAAP;

     

    (9)           any
acquisition-related expenses expensed in accordance with Statement of Financial
Accounting Standards No. 141(R) promulgated by the Financial Accounting
Standards Board (“SFAS
141(R)”) and any gains or losses on any earn-out payments, contingent
consideration or deferred purchase price in conjunction with any Asset
Acquisition determined in accordance with SFAS 141(R);

     

    (10)        
any impairment charge or asset write-off, in each case pursuant to GAAP, and the
amortization of intangibles arising pursuant to GAAP;

     

    (11)
        any non-cash compensation
charges and deferred compensation charges, including any arising from existing
stock options resulting from any merger or recapitalization transaction; provided, however, that Consolidated
Net Income for any period shall be reduced by any cash payments made during such
period by the Issuer or any Restricted Subsidiary in connection with any such
deferred compensation, whether or not such reduction is in accordance with GAAP;
and

     

    (12)         inventory
purchase accounting adjustments and amortization and impairment charges
resulting from other purchase accounting adjustments in connection with
acquisition transactions.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    In
addition, any return of capital with respect to an Investment that increased the
Restricted Payments Basket pursuant to Section 4.08(a)(3)(v) or decreased the
amount of Investments outstanding pursuant to clause (15) of the definition of
“Permitted Investments” shall be excluded from Consolidated Net Income for
purposes of calculating the Restricted Payments Basket.

     

    “Consolidated Net Worth” means,
with respect to any Person as of any date, the consolidated stockholders’ equity
of such Person, determined on a consolidated basis in accordance with GAAP,
less (without
duplication) (1) any amounts thereof attributable to Disqualified Equity
Interests of such Person or its Subsidiaries or any amount attributable to
Unrestricted Subsidiaries and (2) all write-ups (other than write-ups
resulting from foreign currency translations and write-ups of tangible assets of
a going concern business made within twelve months after the acquisition of such
business) subsequent to the Issue Date in the book value of any asset owned by
such Person or a Subsidiary of such Person.

     

    “Consolidated Total Assets”
means, at any time of determination, the consolidated total assets of the Issuer
and the Restricted Subsidiaries determined on a consolidated basis in accordance
with GAAP as of the most recent date for which financial statements of the
Issuer are then available.

     

    “Consolidated Total Debt” means
all Indebtedness of a type described in clause (1), (2), (3), (4)(i), (6), (7)
or (9) of the definition thereof and all guarantee Obligations with respect to
any such Indebtedness of another Person, in each case of the Issuer and its
Restricted Subsidiaries determined on a consolidated basis in accordance with
GAAP.

     

    “Consolidated Total Leverage
Ratio” means the ratio of (x) Consolidated Total Debt as of the last day
of the most recent fiscal quarter of the Issuer for which financial statements
are available ending on or prior to the date of the Health Management Joint
Venture transaction giving rise to the need to calculate the Consolidated Total
Leverage Ratio (the “HMJV
Transaction Date”) to
(y) Consolidated Cash Flow for the Four-Quarter Period ending on or prior to the
HMJV Transaction Date.  In addition to and without limitation of the
foregoing, for purposes of this definition, (i) there shall be deducted from
“Consolidated Total Debt” in the calculation thereof the amount of all cash and
Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries as
consideration in connection with the relevant Health Management Joint Venture
transaction and not applied by the Issuer or any of its Restricted Subsidiaries
on the HMJV Transaction Date to repay Indebtedness of the Issuer or any of its
Restricted Subsidiaries of any type included within the definition of
“Consolidated Total Debt,” and (ii) “Consolidated Total Debt” and “Consolidated
Cash Flow” shall be calculated after giving effect on a pro forma basis for the
period of such calculation to:

     

    (1)           the
incurrence of any Indebtedness or the issuance of any Preferred Stock of any
Restricted Subsidiary (and the application of the proceeds thereof) and any
repayment of other Indebtedness or the redemption of any Preferred Stock of any
Restricted Subsidiary (and the application of the proceeds thereof), other than
the incurrence or repayment of Indebtedness in the ordinary course of business
for working capital purposes pursuant to any revolving credit arrangement,
occurring during the Four-Quarter Period or at any time subsequent to the last
day of the Four-Quarter Period and on or prior to the HMJV Transaction Date, as
if such incurrence, issuance, repayment or redemption, as the case may be (and
the application of the proceeds thereof), occurred on the first (1st) day of
the Four-Quarter Period; and


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    (2)           any
Asset Sale or Asset Acquisition (including any Asset Sale constituting a Health
Management Joint Venture transaction described in the last paragraph of the
definition of “Change of Control” above giving rise to the need to make such
calculation, also including any Asset Acquisition resulting in the Issuer or any
Restricted Subsidiary incurring any Acquired Indebtedness, and also including
any Consolidated Cash Flow (including any pro forma expense and cost
reductions calculated on a basis consistent with Regulation S-X under the
Exchange Act) associated with or attributable to any such Asset Sale or Asset
Acquisition or the assets which are the subject of any such Asset Sale or Asset
Acquisition) occurring during the Four-Quarter Period or at any time subsequent
to the last day of the Four-Quarter Period and on or prior to the HMJV
Transaction Date, as if such Asset Sale or Asset Acquisition (including the
incurrence of, or assumption or liability for, any such Acquired Indebtedness)
occurred on the first (1st) day of
the Four-Quarter Period.

     

    If the
Issuer or any Restricted Subsidiary directly or indirectly guarantees
Indebtedness of a third Person, the preceding sentence shall give effect to the
incurrence of such guaranteed Indebtedness as if the Issuer or such Restricted
Subsidiary had directly incurred or otherwise assumed such guaranteed
Indebtedness.

     

    “Corporate Trust Office” means
the corporate trust office of the Trustee located at 100 Wall Street, Suite
1600, New York, New York  10005, or such other office, designated by
the Trustee by written notice to the Issuer, at which at any particular time its
corporate trust business shall be administered.

     

    “Credit Agreements” means the
First Lien Credit Agreement and the Second Lien Credit Agreement, and “Credit Agreement” means the
First Lien Credit Agreement or the Second Lien Credit Agreement.

     

    “Credit Facilities” means, with
respect to the Issuer or any Subsidiary, one or more debt facilities (including
any Credit Agreement) or commercial paper facilities with banks or institutional
or other similar lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such
receivables), letters of credit or other similar debt financing arrangements, in
each case, as amended, restated, supplemented, modified, extended, renewed,
refunded, replaced, refinanced or otherwise restructured (including any increase
in the amount of borrowings or other Indebtedness outstanding or available to be
borrowed thereunder) in whole or in part from time to time.

     

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

     

    “Default” means (1) any
Event of Default or (2) any event, act or condition that, after notice or
the passage of time or both, would be an Event of Default.

     

    “Depository” means The
Depository Trust Company, New York, New York, or a successor thereto that is a
clearing agency registered under the Exchange Act or other applicable statute or
regulation.

     

    “Designated Senior Debt” means
(1) Senior Debt under or in respect of any Credit Facility (including any
Credit Agreement), and (2) any other Indebtedness constituting Senior Debt
that, in the case of clause (2), at the time of determination, (x) has an
aggregate principal amount of at least $25.0 million and (y) is
specifically designated in the instrument evidencing such Senior Debt as
“Designated Senior Debt” for purposes of this Indenture.


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    


    “Disqualified Equity Interests”
of any Person means any class of Equity Interests of such Person that, by its
terms, or by the terms of any related agreement or of any security into which it
is convertible, puttable or exchangeable, is, or upon the happening of any event
or the passage of time would be, required to be redeemed by such Person, whether
or not at the option of the holder thereof (but excluding redemption at the
option of such Person), or matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, in whole or in part, on or prior to the
date which is ninety-one (91) days after the Maturity Date; provided, however, that any class of
Equity Interests of such Person that, by its terms, authorizes such Person to
satisfy in full its obligations with respect to the payment of dividends or upon
maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase
thereof or otherwise by the delivery of Equity Interests that are not
Disqualified Equity Interests (other than the payment of cash in lieu of
delivery of fractional shares of Equity Interests), and that is not convertible,
puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will
not be deemed to be Disqualified Equity Interests so long as such Person
satisfies its obligations with respect thereto solely by the delivery of Equity
Interests that are not Disqualified Equity Interests (other than the payment of
cash in lieu of delivery of fractional shares of Equity Interests); provided further, however, that any Equity
Interests that would not constitute Disqualified Equity Interests but for
provisions thereof giving holders thereof (or the holders of any security into
or for which such Equity Interests is convertible, exchangeable or exercisable)
the right to require the Issuer to redeem such Equity Interests upon the
occurrence of a change of control or an asset disposition occurring prior to the
Maturity Date shall not constitute Disqualified Equity Interests if the change
in control or asset disposition provisions applicable to such Equity Interests
are no more favorable to such holders than the provisions set forth in Section
4.06 and Section 4.10, respectively, and such Equity Interests specifically
provide that the Issuer will not redeem any such Equity Interests pursuant to
such provisions prior to the Issuer’s purchase of the Notes as required pursuant
to the provisions set forth in Section 4.06 and Section 4.10, respectively;
provided further, however, in no event shall
the Series B Preferred Stock on the terms thereof existing on the Issue Date (or
any other Preferred Stock issued by the Issuer on substantially similar terms
with regard to the foregoing matters in this definition) be deemed to be
Disqualified Equity Interests.

     

    “Dollars” and “$” mean the currency of the
United States of America.

     

    “Domestic Subsidiary” means any
Subsidiary of the Issuer that is not a Foreign Subsidiary; provided, however, that (without
limiting the definition of “Foreign Subsidiary” below) each of Alere Medical
Investments, LLC (formerly, Inverness Medical Investments, LLC), BBI Research,
Inc. and Seravac USA Inc., respectively, shall not be a Domestic Subsidiary for
so long as it is a Subsidiary of a Foreign Subsidiary.

     

    “Equity Interests” of any
Person means (1) any and all shares or other equity interests (including
common stock, preferred stock, limited liability company interests and
partnership interests) in such Person and (2) all rights to purchase,
warrants or options (whether or not currently exercisable), participations or
other equivalents of or interests in (however designated) such shares or other
interests in such Person; provided, however, that no Indebtedness
under the 2007 Convertible Notes or any other Indebtedness of the Issuer or any
Subsidiary of the Issuer that is convertible into Equity Interests of such
Person shall be deemed to be Equity Interests of such Person prior to conversion
thereof into such Equity Interests.

     

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

     

    “Exchange Notes” means any
notes issued in exchange for the Notes pursuant to the Registration Rights
Agreement.

     

    “Exchange Offer” means the
offer that may be made by the Issuer pursuant to the Registration Rights
Agreement to exchange Notes for the Exchange Notes.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

    “Fair Market Value” means, with
respect to any asset, the price (after taking into account any liabilities
relating to such assets) that would be negotiated in an arm’s-length transaction
for cash between a willing seller and a willing and able buyer, neither of which
is under any compulsion to complete the transaction, as such price is determined
in good faith by the Board of Directors of the Issuer or a duly authorized
committee thereof, as evidenced by a resolution of such Board of Directors or
committee.

     

    “First Lien Credit Agreement”
means that certain First Lien Credit Agreement dated as of June 26, 2007 among,
inter alia, the Issuer,
the lenders party thereto and General Electric Capital Corporation as
administrative agent, including any notes, guarantees, collateral and security
documents, instruments and agreements executed in connection therewith
(including Hedging Obligations related to the Indebtedness incurred thereunder),
and in each case as amended, restated, supplemented or otherwise modified from
time to time before, on or after the date of this Indenture, including any
agreement extending the maturity of, refinancing, refunding, replacing or
otherwise restructuring (including increasing the amount of borrowings or other
Indebtedness outstanding or available to be borrowed thereunder) all or any
portion of the Indebtedness under such agreement, and any successor or
replacement agreement or agreements with the same or any other agent or agents,
creditor, lender or group of creditors or lenders.

     

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

     

    “Four-Quarter Period” means the
most recent four consecutive full fiscal quarters of the Issuer for which
financial statements are available.

     

    “GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession of the United
States, as in effect on May 12, 2009.

     

    “guarantee” means a direct or
indirect guarantee by any Person of any Indebtedness of any other Person and
includes any obligation, direct or indirect, contingent or otherwise, of such
Person:  (1) to purchase or pay (or advance or supply funds for
the purchase or payment of) Indebtedness of such other Person (whether arising
by virtue of partnership arrangements, or by agreements to keep-well, to
purchase assets, goods, securities or services (unless such purchase
arrangements are on arm’s-length terms and are entered into in the ordinary
course of business), to take-or-pay, or to maintain financial statement
conditions or otherwise); or (2) entered into for purposes of assuring in
any other manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part), and
“guarantee,” when used
as a verb, and “guaranteed” have correlative
meanings.

     

    “Guarantee” means the senior
subordinated guarantee by each of the Guarantors of the Issuer’s obligations
under this Indenture and the Notes as provided in Article Eleven.

     

    “Guarantor Senior Debt” means,
with respect to any Guarantor, the principal of, premium, if any, and interest
(including any interest accruing subsequent to the filing of a petition of
bankruptcy at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law) on any
Indebtedness of such Guarantor, whether outstanding on the Issue Date or
thereafter created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Guarantees and the
Notes.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

     

    Without
limiting the generality of the foregoing, “Guarantor Senior Debt” shall also
include the principal of, premium, if any, and interest (including any interest
accruing subsequent to the filing of a petition of bankruptcy at the rate
provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable law) on, and all other amounts
owing in respect of:

     

    (1)           all
obligations of every nature of such Guarantor under, or with respect to, any
Credit Facility (including any Credit Agreement), including obligations to pay
principal and interest, reimbursement obligations under letters of credit, fees,
expenses and indemnities (and guarantees thereof), and including all obligations
of each Guarantor under guarantees under or with respect to any of the foregoing
or otherwise under or with respect to any Credit Facility (including any Credit
Agreement);

     

    (2)           all
obligations of every nature of such Guarantor under or with respect to any
Hedging Obligations in respect of any Credit Facility (including any Credit
Agreement) (and guarantees thereof); and

     

    (3)           all
obligations of every nature of such Guarantor under, or with respect to, its
guarantee of the Issuer’s obligations under, or with respect to, the Senior
Notes;

     

    in each
case whether outstanding on the Issue Date or thereafter incurred.

     

    Notwithstanding
the foregoing, “Guarantor Senior Debt” shall not include:

     

    (1)           any
Indebtedness of such Guarantor to the Issuer or any of its
Subsidiaries;

     

    (2)           Indebtedness
to, or guaranteed on behalf of, any director, officer or employee of the Issuer
or any of its Subsidiaries (including amounts owed for
compensation);

     

    (3)           obligations
to trade creditors and other amounts incurred (but not under any Credit Facility
(including any Credit Agreement)) in connection with obtaining goods, materials
or services;

     

    (4)           Indebtedness
represented by Disqualified Equity Interests;

     

    (5)           any
liability for taxes owed or owing by such Guarantor;

     

    (6)           that
portion of any Indebtedness incurred in violation of this Indenture (but, as to
any such obligation, no such violation shall be deemed to exist for purposes of
this clause (6) if the holder(s) of such obligation or their representative
shall have received an Officers’ Certificate (and/or representation or warranty)
of such Guarantor (any such Officers’ Certificate, notwithstanding the
definition of such term, to be executed by analogous officers of the Guarantor
rather than the Issuer) to the effect that the incurrence of such Indebtedness
does not (or, in the case of revolving credit indebtedness, the incurrence of
the entire committed amount thereof at the date on which the initial borrowing
thereunder is made would not) violate the provisions of this
Indenture);


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

     

    (7)           Indebtedness
which, when incurred and without respect to any election under Section 1111(b)
of Title 11, United States Code, is without recourse to such
Guarantor;

     

    (8)           Indebtedness
under or evidenced by such Guarantor’s guarantee of the Issuer’s obligations
under, or with respect to, the 2009 Senior Subordinated Notes, and any
Indebtedness that expressly provides that it ranks pari passu in right of payment
with such guarantee Indebtedness; and

     

    (9)           any
Indebtedness (including any Pari Passu Indebtedness or Subordinated
Indebtedness) which is, by its express terms, subordinated in right of payment
to any other Indebtedness of such Guarantor.

     

    “Guarantors” means (1) each
Domestic Subsidiary on the Issue Date that guarantees any Indebtedness or other
Obligation under any Credit Agreement, and (2) each other Person that is
required to, or at the election of the Issuer does, become a Guarantor by the
terms of this Indenture after the Issue Date, in each case, until such Person is
released from its Guarantee in accordance with the terms of this Indenture;
provided, however, in each case, that
in no event shall SPDH, Inc. be a Guarantor unless the Issuer so elects by
notice to the Trustee delivered in accordance with this Indenture (in which case
such Subsidiary shall become a Guarantor as provided in Section
4.13).

     

    “Health Management Business”
means the businesses engaged in by the Issuer and its Subsidiaries on the Issue
Date focused on wellness, disease and condition management, productivity
enhancement or informatics, any businesses
that are otherwise within any of such business fields (whether or not engaged in
by the Issuer on the Issue Date), and any businesses that are a reasonable
extension, development or expansion of, any of the foregoing (whether or not
engaged in by the Issuer on the Issue Date).

     

    “Health Management Joint
Venture” means a single joint venture (which may be conducted through
more than one joint venture entity) created by the Issuer or any of its
Restricted Subsidiaries, on the one hand, and any joint venture partner or
partners who are not Affiliates of the Issuer, on the other hand, for the
purpose of developing or conducting any business within the fields of business
described or otherwise included in the definition of “Health Management
Business” above.

     

    “Hedging Obligations” of any
Person means the obligations of such Person pursuant to (1) any interest
rate swap agreement, interest rate collar agreement or other similar agreement
or arrangement designed to alter the risks to that Person arising from
fluctuations in interest rates, (2) agreements or arrangements designed to
alter the risks to that Person arising from fluctuations in foreign currency
exchange rates in the conduct of its operations, or (3) any forward contract,
commodity swap agreement, commodity option agreement or other similar agreement
or arrangement designed to protect such Person against fluctuations in commodity
prices, in each case entered into in the ordinary course of business for bona fide hedging purposes
and not for the purpose of speculation.

     

    “Holder” means any registered
holder, from time to time, of the Notes.

     

    “incur” means, with respect to
any Indebtedness or Obligation, incur, create, issue, assume, guarantee or
otherwise become directly or indirectly liable, contingently or otherwise, with
respect to such Indebtedness or Obligation; provided, however, that (1) the
Indebtedness of a Person existing at the time such Person became a Restricted
Subsidiary shall be deemed to have been incurred by such Restricted Subsidiary
at such time and (2) neither the accrual of interest nor the accretion of
original issue discount shall be deemed to be an incurrence of
Indebtedness.


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

     

    “Indebtedness” of any Person at
any date means, without duplication:

     

    (1)           all
liabilities, contingent or otherwise, of such Person for borrowed money (whether
or not the recourse of the lender is to the whole of the assets of such Person
or only to a portion thereof);

     

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

     

    (3)           all
reimbursement obligations of such Person in respect of letters of credit,
letters of guaranty, bankers’ acceptances and similar credit
transactions;

     

    (4)           (i)
all obligations of such Person to pay the deferred and unpaid purchase price of
property or services, and (ii) all obligations of such Person under conditional
sale or other title retention agreements relating to the assets purchased by
such Person; provided,
however, that in no
event shall the following constitute “Indebtedness” under this
Indenture:  (x) trade payables and other accrued liabilities incurred
by such Person in the ordinary course of business and (y) customary adjustments
of purchase price, contingent payments, earnout payments or similar obligations
of such Person arising under any of the documents pertaining to any acquisition
of any Person or assets or Equity Interests of any Person or any sale, transfer
or other disposition of assets to any Person, in each case in this clause (y) to
the extent not yet determined, due and payable;

     

    (5)           the
maximum fixed involuntary redemption or repurchase price of all Disqualified
Equity Interests of such Person;

     

    (6)           all
Capitalized Lease Obligations of such Person;

     

    (7)           all
Indebtedness of others secured by a Lien on any asset of such Person, whether or
not such Indebtedness is assumed by such Person;

     

    (8)           all
Indebtedness of others guaranteed by such Person to the extent of such
guarantee; provided,
however, that
Indebtedness of the Issuer or its Subsidiaries that is guaranteed by the Issuer
or the Issuer’s Subsidiaries shall only be counted once in the calculation of
the amount of Indebtedness of the Issuer and its Subsidiaries on a consolidated
basis;

     

    (9)           all
Attributable Indebtedness; and

     

    (10)           to
the extent not otherwise included in this definition, Hedging Obligations of
such Person, determined as the net amount of all payments that would be required
to be made in respect thereof in the event of a termination (including an early
termination) on the date of determination.

     

    The
amount of any Indebtedness which is incurred at a discount to the principal
amount at maturity thereof as of any date shall be deemed to have been incurred
at the accreted value thereof as of such date.  The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above, the maximum liability
of such Person for any such contingent obligations at such date and, in the case
of clause (7), the lesser of (a) the Fair Market Value of any asset subject to a
Lien securing the Indebtedness of others on the date that the Lien attaches and
(b) the amount of the Indebtedness secured.  For purposes of clause
(5), the “maximum fixed involuntary redemption or repurchase price” of any
Disqualified Equity Interests that do not have a fixed involuntary redemption or
repurchase price shall be calculated in accordance with the terms of such
Disqualified Equity Interests as if such Disqualified Equity Interests were
redeemed or repurchased on any date on which an amount of Indebtedness
outstanding shall be required to be determined pursuant to this
Indenture.


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    

     

    “Independent Director” means a
director of the Issuer who:

     

    (1)           is
independent with respect to the transaction at issue;

     

    (2)           does
not have any material financial interest in the Issuer or any of its Affiliates
(other than as a result of holding securities of the Issuer); and

     

    (3)           has
not and whose Affiliates or affiliated firm has not, at any time during the
twelve months prior to the taking of any action hereunder, directly or
indirectly, received, or entered into any understanding or agreement to receive,
any compensation, payment or other benefit, of any type or form, from the Issuer
or any of its Affiliates, other than customary directors’ fees for serving on
the Board of Directors of the Issuer or any Affiliate and reimbursement of
out-of-pocket expenses for attendance at the Issuer’s or Affiliate’s board and
board committee meetings.

     

    “Independent Financial Advisor”
means an accounting, appraisal or investment banking firm of recognized standing
that is, in the reasonable judgment of the Issuer’s Board of Directors,
qualified to perform the task for which it has been engaged and disinterested
and independent with respect to the Issuer and its Affiliates.

     

    “Initial Purchasers” means
Jefferies & Company, Inc., Goldman, Sachs & Co., Citigroup Global
Markets Inc., BMO Capital Markets Corp. and Leerink Swann LLC.

     

    “Institutional Accredited
Investor” or “IAI” means an “accredited
investor” with the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

     

    “interest” means, with respect
to the Notes, interest and Additional Interest, if any, on the
Notes.

     

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

     

    “Investments” of any Person
means:

     

    (1)           all
direct or indirect investments by such Person in any other Person in the form of
loans, advances or capital contributions or other credit extensions constituting
Indebtedness of such other Person, and any guarantee of Indebtedness of any
other Person;

     

    (2)           all
purchases (or other acquisitions for consideration) by such Person of
Indebtedness, Equity Interests or other securities of any other Person (other
than any such purchase that constitutes a Restricted Payment of the type
described in clause (2) of the definition thereof);


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    

     

    (3)           all
other items that would be classified as investments (including purchases of
assets outside the ordinary course of business) on a balance sheet of such
Person prepared in accordance with GAAP; and

     

    (4)           the
Designation after the Issue Date of any Subsidiary as an Unrestricted
Subsidiary.

     

    Except as
otherwise expressly specified in this definition, the amount of any Investment
(other than an Investment made in cash) shall be the Fair Market Value thereof
on the date such Investment is made.  The amount of any Investment
pursuant to clause (4) shall be the Designation Amount determined in accordance
with Section 4.16.  Notwithstanding the foregoing, neither (a)
purchases or redemptions of Equity Interests of the Issuer nor (b) acquisitions
of assets by any Person shall be deemed to be Investments.

     

    “Issue Date” means the date on
which the Initial Notes are originally
issued.

     

    “Issuer” means the party named
as such above until a successor replaces it and thereafter means the
successor.

     

    “Lien” means, with respect to
any asset, any mortgage, deed of trust, lien (statutory or other), pledge,
lease, easement, restriction, charge, security interest or other similar
encumbrance of any kind or nature in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, and any lease in the nature
thereof.

     

    “Major Foreign Exchange” means an exchange which
is the primary non-U.S. trading location for one or more stocks included in the
Morgan Stanley Capital International Europe, Australasia and Far East Index (or
if such index does not exist a comparable then existing index).

     

    “Maturity Date” means October
1, 2018.

     

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

     

    “Net Available Proceeds” means,
with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash
Equivalents, net of:

     

    (1)           brokerage
commissions and other fees and expenses (including fees and expenses of legal
counsel, accountants and investment banks) incurred in connection with such
Asset Sale;

     

    (2)           provisions
for taxes payable as a result of such Asset Sale (after taking into account any
available tax credits or deductions and any tax sharing
arrangements);

     

    (3)           amounts
required to be paid to any Person (other than the Issuer or any Restricted
Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale
or having a Lien thereon;

     

    (4)           payments
of unassumed liabilities (not constituting Indebtedness) relating to the assets
sold at the time of, or within one hundred eighty (180) days after the date of,
such Asset Sale; and


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    

     

    (5)           appropriate
amounts to be provided by the Issuer or any Restricted Subsidiary, as the case
may be, as a reserve required in accordance with GAAP against any adjustment in
the sale price of such asset or assets or liabilities associated with such Asset
Sale and retained by the Issuer or any Restricted Subsidiary, as the case may
be, after such Asset Sale, including pensions and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
reflected in an Officers’ Certificate delivered to the Trustee; provided, however, that any amounts
remaining after adjustments, revaluations or liquidations of such reserves shall
constitute Net Available Proceeds.

     

    “Non-Recourse Debt” means
Indebtedness of an Unrestricted Subsidiary:

     

    (1)           as
to which neither the Issuer nor any Restricted Subsidiary (i) provides credit
support of any kind (including any undertaking, agreement or instrument that
would constitute Indebtedness), (ii) is directly or indirectly liable as a
guarantor or otherwise, or (iii) constitutes the lender; provided, however, that an intercompany
loan from the Issuer or any Restricted Subsidiary to an Unrestricted Subsidiary
shall be deemed Non-Recourse Debt if such loan at the time such Subsidiary is
designated an Unrestricted Subsidiary or if made later, at the time such
intercompany loan is made, was permitted under and made in compliance with
Section 4.08; and

     

    (2)           no
default with respect to which (including any rights that the holders thereof may
have to take enforcement action against an Unrestricted Subsidiary) would permit
upon notice, lapse of time or both any holder or holders of any other
Indebtedness (other than the Notes) of the Issuer or any Restricted Subsidiary
in an aggregate principal amount of $50.0 million or more to declare a default
on the other Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity.

     

    “Non-U.S. Person” means a
person other than a U.S. Person (as such term is defined in Regulation
S).

     

    “Notes” means, collectively,
the Issuer’s 8.625% Senior Subordinated Notes due 2018 issued in accordance with
Section 2.02 (whether issued on the Issue Date, issued as Additional Notes or
Exchange Notes, or otherwise issued after the Issue Date) treated as a single
class of securities under this Indenture, as amended or supplemented from time
to time in accordance with the terms of this Indenture.

     

    “Obligation” means any
principal, interest, penalties, fees, indemnification, reimbursements, costs,
expenses, damages and other liabilities payable under the documentation
governing any Indebtedness.

     

    “Offering Memorandum” means the
offering memorandum, dated September 15, 2010, under which the Initial
Notes are being offered.

     

    “Officer” means any of the
following of the Issuer:  the Chairman of the Board of Directors, the
Chief Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary.

     

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


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

    “Opinion of Counsel” means a
written opinion from legal counsel who is reasonably acceptable to the
Trustee.  The counsel may (but need not) be an employee of, or counsel
to, the Issuer, a Guarantor or the Trustee.

     

    “Pari Passu Indebtedness” means
any Indebtedness of the Issuer or any Guarantor that ranks pari passu in right of
payment with the Notes or the Guarantees, as applicable, including (i) the
2009 Senior Subordinated Notes and the Guarantors’ related guarantees thereof
and any Indebtedness of the Issuer or any Guarantor that ranks pari passu in right of
payment with the 2009 Senior Subordinated Notes or such guarantees, as the case
may be, and (ii) the 2007 Convertible Notes and any Indebtedness of the
Issuer that ranks pari passu
in right of payment with the 2007 Convertible Notes.

     

    “Permitted Business” means the
businesses engaged in by the Issuer and its Subsidiaries on the Issue Date, as
described in the Offering Memorandum, businesses that are otherwise within the
healthcare, life sciences or diagnostic industries and businesses that are
reasonably similar, ancillary or related to, or that are a reasonable extension,
development or expansion of, any of the foregoing.

     

    “Permitted Investments”
means:

     

    (1)           Investments
by the Issuer or any Restricted Subsidiary (i) in any Restricted Subsidiary
or (ii) including the purchase price paid for and reasonable transaction
costs related thereto, in any Person that is or will become immediately after or
substantially concurrent with such Investment a Restricted Subsidiary or that
will merge or consolidate into the Issuer or a Restricted Subsidiary (including
the exercise or performance of any rights or obligations to acquire any equity
or ownership interest in any joint venture under the terms of the agreements
governing such joint venture);

     

    (2)           Investments
in the Issuer by any Restricted Subsidiary;

     

    (3)           loans
and advances to directors, employees and officers of the Issuer and the
Restricted Subsidiaries (i) for bona fide business purposes
and (ii) to purchase Equity Interests of the Issuer not in excess of $5.0
million at any one time outstanding, in each case, in addition to any such loans
outstanding on the Issue Date;

     

    (4)           Hedging
Obligations incurred pursuant to Section 4.07(b)(4);

     

    (5)           cash
and Cash Equivalents;

     

    (6)           receivables
owing to the Issuer or any Restricted Subsidiary and payable or dischargeable in
accordance with customary trade terms; provided, however, that such trade
terms may include such concessionary trade terms as the Issuer or any such
Restricted Subsidiary deems reasonable under the circumstances;

     

    (7)           Investments
in securities of trade creditors or customers received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers;

     

    (8)           Investments
made by the Issuer or any Restricted Subsidiary in compliance with Section 4.10
using consideration received in connection with an Asset Sale;

     

    (9)           lease,
utility and other similar deposits in the ordinary course of
business;


    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    

    (10)         Investments
made by the Issuer or a Restricted Subsidiary for consideration consisting only
of Qualified Equity Interests of the Issuer;

     

    (11)         stock,
obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Issuer or any Restricted Subsidiary
or in satisfaction of judgments;

     

    (12)         Investments
existing on the Issue Date;

     

    (13)         non-cash
and non-Cash Equivalents Investments by the Issuer or any Restricted Subsidiary
in a single Health Management Joint Venture (which may be conducted through more
than one joint venture entity) in connection with the creation
thereof;

     

    (14)         acquisitions
(including the purchase price paid for and reasonable transaction costs related
thereto) by the Issuer or any Restricted Subsidiary of (i) Equity Interests of
another Person engaged in the Permitted Business and who will thereafter become
a Restricted Subsidiary (including the exercise or performance of any rights or
obligations to acquire any equity or ownership interest in any joint venture
under the terms of the agreements governing such joint venture), (ii) all or a
substantial portion of the assets of a Person engaged in or of a line of
business, in each case, within the Permitted Business, or (iii) any other assets
within the Permitted Business; and

     

    (15)         other
Investments having an aggregate Fair Market Value at any one time outstanding
not to exceed 3.0% of Consolidated Total Assets (with the Fair Market Value of
each Investment being determined as of the date made and without regard to
subsequent changes in value) (it being understood that any Investment permitted
under this clause (15) shall remain so permitted notwithstanding any decrease in
Consolidated Total Assets).  (For avoidance of doubt, in determining
the amount of any Investments made and outstanding under this clause (15) in any
joint venture in connection with any contribution, transfer or other disposition
of assets by the Issuer or any of its Restricted Subsidiaries to such joint
venture, the aggregate amount of cash and Cash Equivalents received by the
Issuer and its Restricted Subsidiaries in consideration for such contribution,
transfer or disposition shall be netted against the Fair Market Value of the
assets so contributed, transferred or disposed of.)

     

    The
amount of Investments outstanding at any time pursuant to clause (15) above
shall be deemed to be reduced:

     

    (a)           upon
the disposition or repayment of or return on any Investment made pursuant to
clause (15) above, by an amount equal to the return of capital with respect to
such Investment to the Issuer or any Restricted Subsidiary (to the extent not
included in the computation of Consolidated Net Income), less the cost of the
disposition of such Investment and net of taxes; and

     

    (b)           upon
a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an
amount equal to the lesser of (x) the Fair Market Value of the Issuer’s
proportionate interest in such Subsidiary immediately following such
Redesignation, and (y) the aggregate amount of Investments in such Subsidiary
that increased (and did not previously decrease) the amount of Investments
outstanding pursuant to clause (15) above.


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    


    “Permitted Junior Securities”
means:

     

    (1)           Equity
Interests in the Issuer or any Guarantor; and

     

    (2)           debt
securities,

     

    in the
case of each of clauses (1) and (2), provided for by a plan of
reorganization or readjustment and that are subordinated to (a) all Senior
Debt and Guarantor Senior Debt and (b) any securities issued in exchange
for Senior Debt, in each case, to substantially the same extent as, or to a
greater extent than, the Notes and the Guarantees are subordinated to Senior
Debt and Guarantor Senior Debt under this Indenture.

     

    “Permitted Liens” means the following
types of Liens:

     

    (1)           Liens
for taxes, assessments or governmental charges or claims either (i) not
delinquent or payable without penalty or (ii) contested in good faith by
appropriate proceedings and as to which the Issuer or the Restricted
Subsidiaries shall have set aside on its books such reserves as may be required
pursuant to GAAP;

     

    (2)           statutory,
contractual or common law Liens of landlords and mortgagees of landlords and
Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or
workmen and other Liens imposed by law or arising in the ordinary course of
business for sums not yet delinquent or being contested in good faith, if such
reserve or other appropriate provision, if any, as shall be required by GAAP
shall have been made in respect thereof;

     

    (3)           Liens
arising or pledges or deposits made in the ordinary course of business in
connection with workers’ compensation, unemployment insurance, social security
or other types of government insurance benefits, or made in lieu of, or to
secure the performance of tenders, statutory obligations, surety, customs,
reclamation, performance or appeal bonds, bids, leases, government, sales or
other trade contracts, performance and return-of-money bonds and other similar
obligations (exclusive of obligations for the payment of borrowed
money);

     

    (4)           Liens
upon specific items of inventory, equipment or other goods and proceeds of any
Person securing such Person’s obligations in respect of bankers’ acceptances
issued or created for the account of such Person to facilitate the purchase,
shipment or storage of such inventory or other goods;

     

    (5)           attachment
or judgment Liens not giving rise to a Default so long as any appropriate legal
proceedings which may have been duly initiated for the review of such judgment
have not been finally terminated or the period within which the proceedings may
be initiated has not expired, and pledges or cash deposits made in lieu of, or
to secure the performance of, judgment or appeal bonds in connection with the
foregoing;

     

    (6)           easements,
rights-of-way, zoning restrictions and other similar charges, restrictions,
licenses, reservations, covenants, encroachments or other similar encumbrances
in respect of real property or immaterial imperfections of title which are
customary or do not, in the aggregate, impair in any material respect the
ordinary conduct of the business of the Issuer and the Restricted Subsidiaries
taken as a whole;

     

    (7)           (i)
Liens securing reimbursement obligations with respect to commercial letters of
credit which encumber documents, goods covered thereby, and other assets
relating to such letters of credit and products and proceeds thereof and (ii)
Liens securing reimbursement obligations with respect to letters of credit
issued to landlords in an aggregate face amount not exceeding $10.0 million at
any time;


    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    


    (8)           Liens
encumbering deposits made to secure obligations arising from statutory,
regulatory, contractual or warranty requirements of the Issuer or any Restricted
Subsidiary, including rights of offset and setoff;

     

    (9)           bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to
cash and Cash Equivalents on deposit in one or more of accounts maintained by
the Issuer or any Restricted Subsidiary, in each case granted in the ordinary
course of business in favor of the bank or banks with which such accounts are
maintained, securing amounts owing to such bank with respect to cash management
and operating account arrangements, including those involving pooled accounts
and netting arrangements (including any Liens securing Permitted Indebtedness
incurred in reliance on Section 4.07(b)(8)); provided, however, that in no case
shall any such Liens secure (either directly or indirectly) the repayment of any
Indebtedness (except such Permitted Indebtedness expressly referenced
above);

     

    (10)         leases
or subleases (or any Liens on the property related thereto) granted to others
that do not materially interfere with the ordinary course of business of the
Issuer or any Restricted Subsidiary;

     

    (11)         licenses
and sublicenses of intellectual property granted to third parties in the
ordinary course of business;

     

    (12)         Liens
arising from filing Uniform Commercial Code financing statements regarding
leases or other transactions that are not secured transactions;

     

    (13)         Liens
securing all of the Notes and the Guarantees and Liens securing the Exchange
Notes and any Guarantees (or other guarantees) thereof;

     

    (14)         (i)
Liens securing Senior Debt or Guarantor Senior Debt (including, in any case,
Indebtedness under any Credit Facility or Credit Agreement (including with
respect to letters of credit or bankers’ acceptances issued thereunder)); and
(ii) Liens securing Hedging Obligations permitted by Section 4.07(b)(4)(i) with
respect to Indebtedness under any Credit Facility or Credit Agreement, which
Liens in this clause (ii) extend only to assets securing such Indebtedness under
such Credit Facility or Credit Agreement;

     

    (15)         Liens
securing Indebtedness of any Domestic Subsidiary that is not a Guarantor (other
than Indebtedness that is Subordinated Indebtedness or that ranks pari passu in right of
payment with the Notes or any Guarantee), provided that such Liens do
not extend to the assets of a Person who is not liable for such Indebtedness,
whether as a borrower, a guarantor or otherwise;

     

    (16)         Liens
securing Indebtedness of Foreign Subsidiaries that relate solely to the Equity
Interests or assets of Foreign Subsidiaries;

     

    (17)         Liens
existing on the Issue Date securing Indebtedness outstanding on the Issue
Date;

     

    (18)         Liens
in favor of the Issuer or a Restricted Subsidiary;


    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    


    (19)         Liens
securing Purchase Money Indebtedness;

     

    (20)         Liens
securing Acquired Indebtedness permitted to be incurred under this Indenture;
provided, however, that the Liens do
not extend to assets not subject to such Lien at the time of acquisition (other
than improvements thereon) and are no more favorable to the lienholders than
those securing such Acquired Indebtedness prior to the incurrence of such
Acquired Indebtedness by the Issuer or a Restricted Subsidiary;

     

    (21)         Liens
on assets of a Person existing at the time such Person is acquired or merged
with or into or consolidated with the Issuer or any such Restricted Subsidiary
(and not created in anticipation or contemplation thereof);

     

    (22)         Liens
to secure Refinancing Indebtedness of Indebtedness secured by Liens referred to
in the foregoing clauses (17), (20) and (21) and this clause (22); provided, however, that in each case
such Liens do not extend to any additional assets (other than improvements
thereon and replacements thereof);

     

    (23)         Liens
to secure Attributable Indebtedness or that are incurred pursuant to a Sale and
Leaseback Transaction that complies with Section 4.18; provided, however, that any such Lien
shall not extend to or cover any assets of the Issuer or any Restricted
Subsidiary other than the assets which are the subject of the Sale and Leaseback
Transaction in which the Attributable Indebtedness is incurred;

     

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

     

    (25)         Liens
securing Permitted Indebtedness incurred in reliance on Section 4.07(b)(16);
provided, however, that this clause
(25) shall not permit Liens on the assets of any Domestic Subsidiary to secure
Indebtedness of any Foreign Subsidiary; and

     

    (26)         Liens
incurred in the ordinary course of business of the Issuer or any Restricted
Subsidiary with respect to obligations (other than Indebtedness) that do not in
the aggregate exceed $25.0 million at any one time outstanding.

     

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

     

    “P&G JV Agreements” means
the various joint venture, limited liability company, asset transfer and
contribution agreements dated on or about May 17, 2007 among the Issuer and
certain of its Subsidiaries and Procter & Gamble RHD, Inc., Procter &
Gamble International Operations, SA and certain of their Affiliates, and the
other agreements, instruments and documents executed or delivered in connection
therewith on or after such date.

     

    “P&G JV Companies” means US
CD LLC, a Delaware limited liability company, and SPD Swiss Precision
Diagnostics GmbH, a company organized under the laws of Switzerland, and any
subsidiaries of either of them.


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    


    “Plan of Liquidation” with
respect to any Person, means a plan that provides for, contemplates or the
effectuation of which is preceded or accompanied by (whether or not
substantially contemporaneously, in phases or
otherwise):  (1) the sale, lease, conveyance or other disposition
of all or substantially all of the assets of such Person otherwise than as an
entirety or substantially as an entirety; and (2) the distribution of all
or substantially all of the proceeds of such sale, lease, conveyance or other
disposition of all or substantially all of the remaining assets of such Person
to holders of Equity Interests of such Person.

     

    “Preferred Stock” means, with
respect to any Person, any and all preferred or preference stock or other equity
interests (however designated) of such Person whether outstanding on the Issue
Date or issued thereafter.

     

    “principal” of a Note means the
principal of the Note plus, when appropriate, the
premium, if any, on the Note.

     

    “Private Placement Legend”
means the legends initially set forth on the Notes in the form set forth in
Exhibit
B.

     

    “Purchase Money Indebtedness”
means Indebtedness, including Capitalized Lease Obligations, of the Issuer or
any Restricted Subsidiary incurred for the purpose of financing all or any part
of the purchase price of property, plant or equipment used in the business of
the Issuer or any Restricted Subsidiary or the cost of installation,
construction or improvement thereof; provided, however, that (1) the amount
of such Indebtedness shall not exceed such purchase price or cost, (2) such
Indebtedness shall not be secured by any asset other than the specified asset
being financed or, in the case of real property or fixtures, including additions
and improvements, the real property to which such asset is attached and (3) such
Indebtedness shall be incurred within one hundred eighty (180) days before or
after such acquisition of such asset by the Issuer or such Restricted Subsidiary
or such installation, construction or improvement.

     

    “Qualified Equity Interests”
means Equity Interests of the Issuer other than Disqualified Equity
Interests.

     

    “Qualified Equity Offering”
means the issuance and sale of Qualified Equity Interests of the
Issuer.

     

    “Qualified Institutional Buyer”
or “QIB” shall have the
meaning specified in Rule 144A.

     

    “Record Date” means the
applicable Record Date specified in the Notes; provided, however, that if any such
date is not a Business Day, the Record Date shall be the first (1st) day
immediately succeeding such specified day that is a Business Day.

     

    “redeem” means to redeem,
repurchase, purchase, defease, discharge or otherwise acquire or retire for
value, and “redemption”
has a correlative meaning; provided, however, that this definition
shall not apply for purposes of Section 5, Section 6 or Section 7 of the Notes
or Article Three.

     

    “Redemption Date,” when used
with respect to any Note to be redeemed, means the date fixed for such
redemption pursuant to this Indenture and the Notes.

     

    “Redemption Price,” when used
with respect to any Note to be redeemed, means the price fixed for such
redemption, payable in immediately available funds, pursuant to this Indenture
and the Notes.


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    


    “refinance” means to refinance,
repay, prepay, replace, renew or refund.

     

    “Refinancing Indebtedness”
means Indebtedness of the Issuer or a Restricted Subsidiary issued in exchange
for, or the proceeds from the issuance and sale or disbursement of which are
used substantially concurrently to redeem or refinance in whole or in part, or
constituting an amendment of, any Indebtedness of the Issuer or any Restricted
Subsidiary (the “Refinanced
Indebtedness”); provided, however, that:

     

    (1)          the
principal amount (or accreted value, in the case of Indebtedness issued at a
discount) of the Refinancing Indebtedness does not exceed the principal amount
(or accreted value, as the case may be) of the Refinanced Indebtedness plus the amount of accrued
and unpaid interest on the Refinanced Indebtedness, any premium paid to the
holders of the Refinanced Indebtedness and reasonable expenses incurred in
connection with the incurrence of the Refinancing Indebtedness;

     

    (2)           the
Refinancing Indebtedness is the obligation of the same Person as that of the
Refinanced Indebtedness;

     

    (3)           if
the Refinanced Indebtedness was subordinated to the Notes or the Guarantees, as
the case may be, then such Refinancing Indebtedness, by its terms, is
subordinate in right of payment to the Notes or the Guarantees, as the case may
be, at least to the same extent as the Refinanced Indebtedness, and if the
Refinanced Indebtedness was pari passu with the Notes or the
Guarantees, as the case may be, then the Refinancing Indebtedness ranks pari passu with, or is
subordinated to, the Notes or the Guarantees, as the case may be;

     

    (4)           the
Refinancing Indebtedness is scheduled to mature either (i) no earlier than the
Refinanced Indebtedness being repaid or amended or (ii) after the Maturity
Date;

     

    (5)           the
portion, if any, of the Refinancing Indebtedness that is scheduled to mature on
or prior to the Maturity Date has a Weighted Average Life to Maturity at the
time such Refinancing Indebtedness is incurred that is equal to or greater than
the Weighted Average Life to Maturity of the portion of the Refinanced
Indebtedness being repaid that is scheduled to mature on or prior to the
Maturity Date; and

     

    (6)           the
Refinancing Indebtedness is secured only to the extent, if at all, and by the
assets, that the Refinanced Indebtedness being repaid or amended is
secured.

     

    “Registration Rights Agreement”
means the Registration Rights Agreement related to the Notes, dated as of the
Issue Date, among the Issuer, the Guarantors and the Initial Purchasers, as
amended, supplemented or modified from time to time, and any similar agreement
entered into in connection with the issuance of any Additional
Notes.

     

    “Regulation S” means Regulation
S under the Securities Act.

     

    “Regulation S Legend” means the
legend initially set forth on the Regulation S Global Notes or Physical Notes
representing Notes sold to a Non-U.S. Person in reliance on Regulation S in the
form set forth in Exhibit
B.

     

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


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    


    “Responsible Officer” means,
when used with respect to the Trustee, any officer in the Corporate Trust Office
or equivalent office, group or department of the Trustee to whom any corporate
trust matter is referred because of such officer’s knowledge of and familiarity
with the particular subject and shall also mean any officer who shall have
direct responsibility for the administration of this Indenture.

     

    “Restricted Payment” means any
of the following:

     

    (1)           the
declaration or payment of any dividend or any other distribution on Equity
Interests of the Issuer or any Restricted Subsidiary or any payment made to the
direct or indirect holders (in their capacities as such) of Equity Interests of
the Issuer or any Restricted Subsidiary (in respect of such Equity Interests) by
the Issuer or any Restricted Subsidiary, including any payment in connection
with any merger or consolidation involving the Issuer, but excluding
(i) dividends, distributions or payments payable or paid solely in
Qualified Equity Interests (and payments of cash in lieu of delivering
fractional shares in connection therewith) and (ii) in the case of
Restricted Subsidiaries, dividends, distributions or payments payable or paid to
the Issuer or to a Restricted Subsidiary and pro rata dividends or
distributions payable to minority stockholders of any Restricted
Subsidiary;

     

    (2)           the
redemption of any Equity Interests of the Issuer or any Restricted Subsidiary,
including any payment by the Issuer or any Restricted Subsidiary in connection
with any merger or consolidation involving the Issuer, but excluding (i) any
such Equity Interests held by the Issuer or any Restricted Subsidiary and (ii)
any redemptions to the extent payable or paid in Equity Interests of the Issuer
or of an acquiror of the Issuer (and payments of cash in lieu of delivering
fractional shares in connection therewith), in either case in this clause (ii)
other than Disqualified Equity Interests;

     

    (3)           any
Investment other than a Permitted Investment; or

     

    (4)           any
redemption prior to the scheduled maturity or prior to any scheduled repayment
of principal or sinking fund payment, as the case may be, in respect of
Subordinated Indebtedness, but excluding (i) any redemptions to the extent
payable or paid in Qualified Equity Interests (and payments of cash in lieu of
delivering fractional shares in connection therewith), (ii) any redemptions of
any Indebtedness the incurrence of which is permitted pursuant to Section
4.07(b)(5), or (iii) any redemption of Indebtedness of the Issuer or any
Restricted Subsidiary purchased in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case due within one
year of such redemption.

     

    “Restricted Security” means a
Note that constitutes a “restricted security” within the meaning of Rule
144(a)(3) under the Securities Act; provided, however, that the
Trustee shall be entitled to request and conclusively rely on an Opinion of
Counsel with respect to whether any Note constitutes a Restricted
Security.

     

    “Restricted Subsidiary” means
any Subsidiary of the Issuer other than an Unrestricted Subsidiary.

     

    “Rule 144A” means Rule 144A
under the Securities Act.


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    


    “S&P” means Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its
successors.

     

    “Sale and Leaseback
Transactions” means with respect to any Person an arrangement with any
bank, insurance company or other lender or investor or to which such lender or
investor is a party, providing for the leasing by such Person of any asset 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 asset.

     

    “SEC” means the U.S. Securities
and Exchange Commission.

     

    “Second Lien Credit Agreement”
means that certain Second Lien Credit Agreement dated as of June 26, 2007 among,
inter alia, the Issuer,
the lenders party thereto and General Electric Capital Corporation as
administrative agent, including any notes, guarantees, collateral and security
documents, instruments and agreements executed in connection therewith
(including Hedging Obligations related to the Indebtedness incurred thereunder),
and in each case as amended, restated, supplemented or otherwise modified from
time to time before, on or after the date of this Indenture, including any
agreement extending the maturity of, refinancing, refunding, replacing or
otherwise restructuring (including increasing the amount of borrowings or other
Indebtedness outstanding or available to be borrowed thereunder) all or any
portion of the Indebtedness under such agreement, and any successor or
replacement agreement or agreements with the same or any other agent or agents,
creditor, lender or group of creditors or lenders.

     

    “Secretary’s Certificate” means
a certificate signed by the Secretary or Assistant Secretary of the
Issuer.

     

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

     

    “Senior Debt” means the
principal of, premium, if any, and interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on any Indebtedness of the Issuer, whether
outstanding on the Issue Date or thereafter created, incurred or assumed,
unless, in the case of any particular Indebtedness, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Indebtedness shall not be senior in right of payment to the
Notes.

     

    Without
limiting the generality of the foregoing, “Senior Debt” shall also include the
principal of, premium, if any, and interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on, and all other amounts owing in respect
of:

     

    (1)           all
obligations of every nature of the Issuer under, or with respect to, any Credit
Facility (including any Credit Agreement), including obligations to pay
principal and interest, reimbursement obligations under letters of credit, fees,
expenses and indemnities (and guarantees thereof), and including all obligations
under guarantees of the Issuer under or with respect to any of the foregoing or
otherwise under or with respect to any Credit Facility (including any Credit
Agreement);

     

    (2)           all
obligations of every nature of the Issuer under, or with respect to, any Hedging
Obligations in respect of any Credit Facility (including any Credit
Agreement); and


    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    


    (3)           all
obligations of every nature of the Issuer under, or with respect to, the Senior
Notes;

     

    in each
case whether outstanding on the Issue Date or thereafter incurred.

     

    Notwithstanding
the foregoing, “Senior Debt” shall not include:

     

    (1)           any
Indebtedness of the Issuer to any of its Subsidiaries;

     

    (2)           Indebtedness
to, or guaranteed on behalf of, any director, officer or employee of the Issuer
or any of its Subsidiaries (including amounts owed for
compensation);

     

    (3)           obligations
to trade creditors and other amounts incurred (but not under any Credit Facility
(including any Credit Agreement)) in connection with obtaining goods, materials
or services;

     

    (4)           Indebtedness
represented by Disqualified Equity Interests;

     

    (5)           any
liability for taxes owed or owing by the Issuer;

     

    (6)           that
portion of any Indebtedness incurred in violation of this Indenture (but, as to
any such obligation, no such violation shall be deemed to exist for purposes of
this clause (6) if the holder(s) of such obligation or their representative
shall have received an Officers’ Certificate (and/or representation or warranty)
of the Issuer to the effect that the incurrence of such Indebtedness does not
(or, in the case of revolving credit indebtedness, the incurrence of the entire
committed amount thereof at the date on which the initial borrowing thereunder
is made would not) violate the provisions of this Indenture);

     

    (7)           Indebtedness
which, when incurred and without respect to any election under Section 1111(b)
of Title 11, United States Code, is without recourse to the
Issuer;

     

    (8)           Indebtedness
under or evidenced by the 2007 Convertible Notes and any Indebtedness that
expressly provides that it ranks pari passu in right of
payment with the 2007 Convertible Notes;

     

    (9)           Indebtedness
under or evidenced by the 2009 Senior Subordinated Notes and any Indebtedness
that expressly provides that it ranks pari passu in right of
payment with the 2009 Senior Subordinated Notes; and

     

    (10)         any
Indebtedness (including any Pari Passu Indebtedness or Subordinated
Indebtedness) which is, by its express terms, subordinated in right of payment
to any other Indebtedness of the Issuer.

     

    “Senior Notes” means those
certain 7.875% senior notes due 2016 issued by the Issuer to certain
holders thereof under the Senior Notes Indenture.

     

    “Senior Notes Indenture” means
that certain Indenture between the Issuer and The Bank of New York Mellon Trust
Company, N.A., as trustee, dated as of August 11, 2009, as amended, supplemented
and modified by that certain First Supplemental Indenture among the Issuer, the
guarantors named therein, and The Bank of New York Mellon Trust Company, N.A.,
as trustee, dated as of August 11, 2009, as the foregoing has been further
amended, supplemented and modified to date and as may be further amended,
supplemented and modified.


    
      
         


      

      
        -30-

        
          

        

      

      
         


      

    


    “Series B Preferred Stock”
means the Series B Convertible Perpetual Preferred Stock, par value $0.001 per
share, of the Issuer.

     

    “Significant Subsidiary” means
(1) any Restricted Subsidiary that would be a “significant subsidiary” as
defined in Regulation S-X promulgated pursuant to the Securities Act as such
Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary
that, when aggregated with all other Restricted Subsidiaries that are not
otherwise Significant Subsidiaries and as to which any event described under
Section 6.01(6) or Section 6.01(7) has occurred and is continuing, would
constitute a Significant Subsidiary under clause (1) of this
definition.

     

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

     

    “Subordinated Indebtedness”
means Indebtedness of the Issuer or any Restricted Subsidiary that is
subordinated in right of payment to the Notes or the Guarantees,
respectively.

     

    “Subsidiary” means, with
respect to any Person:

     

    (1)           any
corporation, limited liability company, association or other business entity of
which more than 50% of the total voting power of the Equity Interests entitled
(without regard to the occurrence of any contingency) to vote in the election of
the Board of Directors thereof are at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and

     

    (2)           any
partnership (i) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (ii) the only general
partners of which are such Person or of one or more Subsidiaries of such Person
(or any combination thereof).

     

    Unless
otherwise specified, “Subsidiary” refers to a Subsidiary of the
Issuer.  Based on the capital structure and ownership of the P&G
JV Companies as of the Issue Date, the P&G JV Companies are not Subsidiaries
of the Issuer.

     

    “Transaction Date” has the
meaning assigned to such term in the definition of “Consolidated Interest
Coverage Ratio.”

     

    “Trust Indenture Act” means the
Trust Indenture Act of 1939, as amended.

     

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


    
      
         


      

      
        -31-

        
          

        

      

      
         


      

    


    “Unrestricted Subsidiary” means
(1) any Subsidiary that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors of the Issuer in accordance
with Section 4.16 and (2) any Subsidiary of an Unrestricted
Subsidiary.  As of the Issue Date, no Subsidiary has been designated
by the Board of Directors of the Issuer as an Unrestricted
Subsidiary.

     

    “U.S. Government Obligations”
means direct, non-callable obligations of, or obligations guaranteed by, the
United States of America, and the payment for which the United States pledges
its full faith and credit.

     

    “Voting Stock” with respect to
any Person, means securities of any class of Equity Interests of such Person
entitling the holders thereof (whether at all times or only so long as no senior
class of stock or other relevant equity interest has voting power by reason of
any contingency) to vote in the election of members of the Board of Directors of
such Person.

     

    “Weighted Average Life to
Maturity” when applied to any Indebtedness at any date, means the number
of years obtained by dividing (1) the sum of the products obtained by
multiplying (a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payment of principal, including payment at
final maturity, in respect thereof by (b) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of such
payment by (2) the then outstanding principal amount of such
Indebtedness.

     

    “Wholly-Owned Restricted
Subsidiary” means a Restricted Subsidiary of which 100% of the Equity
Interests (except for directors’ qualifying shares or certain minority interests
owned by other Persons solely due to local law requirements that there be more
than one stockholder, but which interest is not in excess of what is required
for such purpose) are owned directly by the Issuer or through one or more
Wholly-Owned Restricted Subsidiaries.

     

    
      	
              SECTION
      1.03

            	
              Other
      Definitions.

            


    

     

    
      
        
          
            	
                    TERM

                  	 	
                    DEFINED IN

                    SECTION

                  
	 	 	 
	
                    “Acceleration
      Notice”

                  	 	
                    6.02

                  
	
                    “Additional
      Notes”

                  	 	
                    2.02

                  
	
                    “Affiliate
      Transaction”

                  	 	
                    4.11

                  
	
                    “Authentication
      Order”

                  	 	
                    2.02

                  
	
                    “Base
      Indenture”

                  	 	
                    Recitals

                  
	
                    “Change
      of Control Offer”

                  	 	
                    4.06

                  
	
                    “Change
      of Control Payment Date”

                  	 	
                    4.06

                  
	
                    “Change
      of Control Purchase Price”

                  	 	
                    4.06

                  
	
                    “Covenant
      Defeasance”

                  	 	
                    8.02

                  
	
                    “Covenant
      Suspension Event”

                  	 	
                    4.20

                  
	
                    “Coverage
      Ratio Exception”

                  	 	
                    4.07

                  
	
                    “Designation”

                  	 	
                    4.16

                  
	
                    “Designation
      Amount”

                  	 	
                    4.16

                  
	
                    “Designated
      Non-Cash Consideration”

                  	 	
                    4.10

                  
	
                    “Event
      of Default”

                  	 	
                    6.01

                  
	
                    “Excess
      Proceeds”

                  	 	
                    4.10

                  
	
                    “Global
      Notes”

                  	 	
                    2.01

                  
	
                    “Guarantee
      Obligations”

                  	 	
                    11.01

                  
	
                    “IAI
      Global Note”

                  	 	
                    2.01

                  
	
                    “Indenture”

                  	 	
                    Recitals

                  


          

        

      

    


    
      
         


      

      
        -32-

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    TERM

                  	 	
                    DEFINED IN

                    SECTION

                  
	 	 	 
	
                    “Initial
      Global Notes”

                  	 	
                    2.01

                  
	
                    “Initial
      Notes”

                  	 	
                    2.02

                  
	
                    “Investment
      Grade Rating”

                  	 	
                    4.20

                  
	
                    “Legal
      Defeasance”

                  	 	
                    8.02

                  
	
                    “Net
      Proceeds Deficiency”

                  	 	
                    4.10

                  
	
                    “Net
      Proceeds Offer”

                  	 	
                    4.10

                  
	
                    “Net
      Proceeds Payment Date”

                  	 	
                    4.10

                  
	
                    “Non-Payment
      Default”

                  	 	
                    10.02

                  
	
                    “Offered
      Price”

                  	 	
                    4.10

                  
	
                    “144A
      Global Note”

                  	 	
                    2.01

                  
	
                    “Pari
      Passu Indebtedness Price”

                  	 	
                    4.10

                  
	
                    “Participants”

                  	 	
                    2.15

                  
	
                    “Paying
      Agent”

                  	 	
                    2.03

                  
	
                    “Payment
      Amount”

                  	 	
                    4.10

                  
	
                    “Payment
      Blockage Notice”

                  	 	
                    10.02

                  
	
                    “Payment
      Blockage Period”

                  	 	
                    10.02

                  
	
                    “Payment
      Default”

                  	 	
                    10.02

                  
	
                    “Permitted
      Indebtedness”

                  	 	
                    4.07

                  
	
                    “Physical
      Notes”

                  	 	
                    2.01

                  
	
                    “Rating
      Agencies”

                  	 	
                    4.20

                  
	
                    “Redesignation”

                  	 	
                    4.16

                  
	
                    “Registrar”

                  	 	
                    2.03

                  
	
                    “Regulation
      S Global Note”

                  	 	
                    2.01

                  
	
                    “Restricted
      Payments Basket”

                  	 	
                    4.08

                  
	
                    “Reversion
      Date”

                  	 	
                    4.20

                  
	
                    “Service
      Agent”

                  	 	
                    2.03

                  
	
                    “Successor”

                  	 	
                    5.01

                  
	
                    “Suspended
      Covenants”

                  	 	
                    4.20

                  
	
                    “Suspension
      Date”

                  	 	
                    4.20

                  
	
                    “Suspension
      Period”

                  	 	
                    4.20

                  


          

        

      

    

    


    
      	
              SECTION
      1.04

            	
              Incorporation by
      Reference of Trust Indenture
Act.

            


    

     

    Whenever
this Indenture refers to a provision of the Trust Indenture Act, such provision
is incorporated by reference in, and made a part of, this
Indenture.  The following Trust Indenture Act terms used in this
Indenture have the following meanings:

     

    “indenture securities” means
the Notes.

     

    “obligor” on the indenture
securities means the Issuer, any Guarantor or any other obligor on the
Notes.

     

    All other
Trust Indenture Act terms used in this Indenture that are defined by the Trust
Indenture Act, defined by Trust Indenture Act reference to another statute or
defined by SEC rule and not otherwise defined herein have the meanings assigned
to them therein.


    
      
         


      

      
        -33-

        
          

        

      

      
         


      

    


    
      	
              SECTION
      1.05

            	
              Rules of
      Construction.

            


    

     

    Unless
the context otherwise requires:

     

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

     

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

     

    (3)           “or”
is not exclusive;

     

    (4)           words
in the singular include the plural, and words in the plural include the
singular;

     

    (5)           all
references in this Indenture to “Articles,” “Sections” and other subdivisions
are to the designated Articles, Sections and provisions of this Indenture,
unless otherwise indicated;

     

    (6)           provisions
apply to successive events and transactions;

     

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

     

    (8)           the
words “including,” “includes” and similar words shall not be limiting and shall
be deemed to be followed by “without limitation.”

     

    ARTICLE
TWO

     

    THE
NOTES

     

    Pursuant
to Article Two of the Base Indenture, the provisions of this Article Two and the
other provisions of this Supplemental Indenture establish the form and terms of
the Notes and the Guarantees under this Supplemental Indenture.

     

    
      	
              SECTION
      2.01

            	
              Form and
      Dating.

            


    

     

    The Notes
and the Trustee’s certificate of authentication shall be substantially in the
form of Exhibit
A hereto.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.  The
Issuer shall approve the form of the Notes and any notation, legend or
endorsement on them.  Each Note shall be dated the date of its
issuance and show the date of its authentication.

     

    The terms
and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and, to the extent applicable, the Issuer, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound
thereby.

     

    Notes
offered and sold in reliance on Rule 144A shall be issued initially in the form
of a single permanent global Note in registered form, substantially in the form
set forth in Exhibit A (the “144A Global Note”), deposited
with the Trustee, as custodian for the Depository, duly executed by the Issuer
and authenticated by the Trustee as hereinafter provided and shall bear the
legends set forth in Exhibit
B.


    
      
         


      

      
        -34-

        
          

        

      

      
         


      

    


    Notes
offered and sold in offshore transactions in reliance on Regulation S shall be
issued initially in the form of a single permanent global Note in registered
form, substantially in the form of Exhibit A (the “Regulation S Global Note”),
deposited with the Trustee, as custodian for the Depository, duly executed by
the Issuer and authenticated by the Trustee as hereinafter provided and shall
bear the legends set forth in Exhibit
B.

     

    The
initial offer and resale of the Notes shall not be to an Institutional
Accredited Investor.  The Notes resold to Institutional Accredited
Investors in connection with the first transfer made pursuant to Section 2.16(a)
shall be issued initially in the form of a single permanent global Note in
registered form, substantially in the form set forth in Exhibit A (the “IAI Global Note,” and,
together with the 144A Global Note and the Regulation S Global Note, the “Initial Global Notes”),
deposited with the Trustee, as custodian for the Depository, duly executed by
the Issuer and authenticated by the Trustee as hereinafter provided and shall
bear the legends set forth in Exhibit
B.

     

    Notes
issued after the Issue Date shall be issued initially in the form of one or more
global Notes in registered form, substantially in the form set forth in Exhibit A, deposited
with the Trustee, as custodian for the Depository, duly executed by the Issuer
and authenticated by the Trustee as hereinafter provided and shall bear the
applicable legends set forth in Exhibit B and any
legends required by applicable law (together with the Initial Global Notes, the
“Global
Notes”).

     

    The
aggregate principal amount of the Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository, as hereinafter provided. Notes issued in exchange
for interests in a Global Note pursuant to Section 2.16 may be issued in the
form of permanent certificated Notes in registered form in substantially the
form set forth in Exhibit A and bearing
the Private Placement Legend or the Regulation S Legend, in each case if
applicable, and any legends required by applicable law (the “Physical Notes”).

     

    
      	
              SECTION
      2.02

            	
              Execution,
      Authentication and Denomination; Additional Notes; Exchange
      Notes.

            


    

     

    One
Officer of the Issuer (who shall have been duly authorized by all requisite
corporate actions) shall sign the Notes on behalf of the Issuer by manual or
facsimile signature.

     

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

     

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

     

    The
Trustee shall authenticate (i) on the Issue Date, Notes for original issue
in an aggregate principal amount not to exceed $400,000,000 (the “Initial Notes”), and
(ii) so long as not otherwise prohibited by the terms of this Indenture,
including Section 4.07, additional Notes in an unlimited principal amount (the
“Additional Notes”) and
(iii) Exchange Notes (x) in exchange for a like principal amount of Initial
Notes or (y) in exchange for a like principal amount of Additional Notes, in
each case upon a written order of the Issuer in the form of a certificate of an
Officer of the Issuer (an “Authentication
Order”).  Each such Authentication Order shall specify the
amount of Notes to be authenticated and the date on which the Notes are to be
authenticated, whether the Notes are to be Initial Notes, Exchange Notes or
Additional Notes and whether the Notes are to be issued as certificated Notes or
Global Notes and such other information as the Trustee may reasonably
request.  In addition, with respect to authentication pursuant to
clause (ii) of the first sentence of this paragraph, such Authentication Order
from the Issuer (i) shall certify that such issuance is in compliance with
Section 4.07 and (ii) shall be accompanied by an Opinion of Counsel of the
Issuer in a form reasonably satisfactory to the Trustee.


    
      
         


      

      
        -35-

        
          

        

      

      
         


      

    


    Notes may
be issued in one or more series (with all of the Notes of any one series to be
substantially identical except as to denomination), and Additional Notes may
have an issue date, issue price, aggregate principal amount or first interest
payment date different from those of the Initial Notes or any other Additional
Notes.  Any Additional Notes that are not fungible with the Initial
Notes or any other Additional Notes for United States federal income tax
purposes (including by reason of being issued without original issue discount or
with original issue discount different from that of the Initial Notes or the
other Additional Notes, if any) shall constitute a separate issue and shall
carry a separate “CUSIP” or “ISIN” number.  Notwithstanding the
foregoing, all Notes issued under this Indenture shall be treated as a single
class for all purposes under this Indenture, including for purposes of voting
with respect to consents, waivers and amendments regarding this Indenture or the
Notes and redemptions of and offers to purchase the Notes.  The Notes
shall bear any legend required by applicable law.

     

    The
Trustee may appoint an authenticating agent reasonably acceptable to the Issuer
to authenticate Notes.  Unless otherwise provided in the appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do
so.  Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent.  An authenticating agent has
the same rights as an Agent to deal with the Issuer and Affiliates of the
Issuer.  The Trustee shall have the right to decline to authenticate
and deliver any Notes under this Indenture if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability.

     

    The Notes
shall be issuable in registered form without coupons in minimum denominations of
$2,000 and integral multiples of $1,000.

     

    
      	
              SECTION
      2.03

            	
              Registrar, Paying
      Agent and Service Agent.

            


    

     

    The
Issuer shall maintain or cause to be maintained an office or agency in the
Borough of Manhattan, The City of New York, New York where (a) Notes may be
presented or surrendered for registration of transfer or exchange (“Registrar”), (b) Notes
may, subject to Section 2 of the Notes, be presented or surrendered for
payment (“Paying Agent”)
and (c) notices and demands to or upon the Issuer in respect of the Notes
and this Indenture may be served (“Service
Agent”).  The Issuer may act as Registrar or Paying Agent,
except that for the purposes of Articles Three and Eight and Section 4.06 and
Section 4.10, neither the Issuer nor any Affiliate of the Issuer shall act as
Paying Agent.  The Registrar shall keep a register of the Notes and of
their transfer and exchange.  The term “Registrar” includes any
co-registrar; the term “Paying Agent” includes any additional paying agent; and
the term “Service Agent” includes any additional service agent.  The
Issuer hereby appoints the Trustee as the initial Registrar, Paying Agent and
Service Agent for the Notes and the Trustee hereby agrees to so act. The Issuer
will give prompt written notice to the Trustee of the name and address, and any
change in the name or address, of each Registrar, Paying Agent or Service
Agent.  If at any time the Issuer shall fail to maintain any such
required Registrar, Paying Agent or Service Agent or shall fail to furnish the
Trustee with the name and address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands and the Trustee hereby
agrees to so act.


    
      
         


      

      
        -36-

        
          

        

      

      
         


      

    


    The
Issuer shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, which agreement shall implement the provisions of this
Indenture that relate to such Agent.

     

    The
Issuer may also from time to time designate one or more co-registrars,
additional paying agents or additional service agents and may from time to time
rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligations to maintain a Registrar, Paying Agent and Service Agent in the place
so specified above for such purposes. The Issuer will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
name or address of any such co-registrar, additional paying agent or additional
service agent.

     

    
      	
              SECTION
      2.04

            	
              Paying Agent to Hold
      Assets in Trust.

            


    

     

    The
Trustee as Paying Agent shall, and the Issuer shall require each Paying Agent
other than the Trustee or the Issuer or any Subsidiary to agree in writing that
it shall, subject to Article Ten and Section 11.02, hold
in trust for the benefit of Holders or the Trustee all assets held by the Paying
Agent for the payment of principal of, or interest on, the Notes (whether such
assets have been distributed to it by the Issuer or any other obligor on the
Notes), and shall notify the Trustee of any Default by the Issuer (or any other
obligor on the Notes) in making any such payment.  The Issuer at any
time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed, and the Trustee may at any time
during the continuance of any payment Default, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the
Trustee and to account for any assets distributed.  Upon distribution
to the Trustee of all assets that shall have been delivered by the Issuer to the
Paying Agent, the Paying Agent shall have no further liability for such
assets.  If the Issuer or a Subsidiary of the Issuer acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders of the Notes all money held by it as Paying Agent.

     

    
      	
              SECTION
      2.05

            	
              Holder
      Lists.

            


    

     

    The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders of the
Notes and shall otherwise comply with Trust Indenture Act §
312(a).  If the Trustee is not the Registrar, the Issuer shall furnish
to the Trustee at least two (2) Business Days prior to each Interest Payment
Date and at such other times as the Trustee may request in writing a list, in
such form and as of such date as the Trustee may reasonably require, of the
names and addresses of Holders, which list may be conclusively relied upon by
the Trustee.

     

    
      	
              SECTION
      2.06

            	
              Transfer and
      Exchange.

            


    

     

    Subject
to Sections 2.15 and 2.16, when Notes are presented to the Registrar with a
request to register the transfer of such Notes or to exchange such Notes for an
equal principal amount of Notes of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested if its
requirements for such transaction are met; provided, however, that the Notes
surrendered for transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Issuer and the
Registrar, duly executed by the Holder thereof or his or her attorney duly
authorized in writing.  To permit registrations of transfers and
exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at
the Registrar’s request.  No service charge shall be made for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Issuer may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Section 2.10, 3.06 or 9.06).


    
      
         


      

      
        -37-

        
          

        

      

      
         


      

    


    Without
the prior written consent of the Issuer, the Registrar shall not be required to
register the transfer of or exchange of any Note (i) during the period
beginning at the opening of business fifteen (15) days before the mailing of a
notice of redemption of Notes and ending at the close of business on the day of
such mailing, (ii) selected for redemption in whole or in part pursuant to
Article Three, except the unredeemed portion of any Note being redeemed in part,
and (iii) beginning at the opening of business on any Record Date and
ending on the close of business on the related Interest Payment
Date.

     

    Any
Holder of a beneficial interest in a Global Note shall, by acceptance of such
beneficial interest, agree that transfers of beneficial interests in such Global
Notes may be effected only through a book-entry system maintained by the
Depository or other Person that is the Holder of such Global Note (or its agent)
in accordance with the applicable legends thereon, and that ownership of a
beneficial interest in the Note shall be required to be reflected in a
book-entry system.

     

    
      	
              SECTION
      2.07

            	
              Replacement
      Notes.

            


    

     

    If a
mutilated Note is surrendered to the Trustee or if the Holder of a Note claims
that the Note has been lost, destroyed or wrongfully taken, the Issuer shall
issue and the Trustee shall authenticate and deliver a replacement Note if the
requirements of Section 8-405 of the Uniform Commercial Code are met and the
Holder satisfies any other reasonable requirements of the
Trustee.  Such Holder shall furnish an indemnity bond sufficient in
the judgment of the Issuer and the Trustee to protect the Issuer, the Trustee or
any Agent from any loss which any of them may suffer if a Note is
replaced.  The Issuer and the Trustee may charge such Holder for its
reasonable out-of-pocket expenses in replacing a Note pursuant to this Section
2.07, including reasonable fees and expenses of counsel and of the
Trustee.

     

    Every
replacement Note issued pursuant to this Section in lieu of any lost, destroyed
or wrongfully taken Note shall constitute an original additional contractual
obligation of the Issuer, whether or not the lost, destroyed or wrongfully taken
Note 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 Notes duly issued hereunder.

     

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

     

    The
provisions of this Section 2.07 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of lost, destroyed or wrongfully taken Notes.

     

    
      	
              SECTION
      2.08

            	
              Outstanding
      Notes.

            


    

     

    Subject
to Section 2.09, the Notes outstanding at any time are all the Notes that have
been authenticated by the Trustee except those cancelled by it, those paid
pursuant to Section 2.07, delivered to it for cancellation and those described
in this Section as not outstanding.  Subject to Section 2.09, a Note
does not cease to be outstanding because the Issuer, the Guarantors or any of
their respective Affiliates hold the Note.


    
      
         


      

      
        -38-

        
          

        

      

      
         


      

    


    If a Note
is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered
for replacement), it ceases to be outstanding unless a Responsible Officer of
the Trustee receives proof satisfactory to it that the replaced Note is held by
a bona fide
purchaser.  A mutilated Note ceases to be outstanding upon surrender
of such Note and replacement thereof pursuant to Section 2.07.

     

    If the
principal amount of any Note is considered paid under Section 4.01, it ceases to
be outstanding and interest ceases to accrue.  If on a Redemption Date
or the Maturity Date the Trustee or Paying Agent (other than the Issuer or an
Affiliate thereof) holds cash in Dollars or U.S. Government Obligations, or a
combination thereof, in amounts sufficient to pay all of the principal and
interest due on the Notes payable on that date, then on and after that date such
Notes cease to be outstanding and interest on them ceases to
accrue.

     

    
      	
              SECTION
      2.09

            	
              Treasury
      Notes.

            


    

     

    In
determining whether the Holders of the required principal amount of Notes have
concurred in any request, demand, authorization, direction, notice, consent or
waiver, Notes owned by the Issuer or an Affiliate of the Issuer shall be
disregarded, except that for, the purposes of determining whether the Trustee
shall be protected in relying on any such request, demand, authorization,
direction, notice, consent or waiver, only Notes that a Responsible Officer of
the Trustee actually knows are so owned shall be so disregarded.

     

    
      	
              SECTION
      2.10

            	
              Temporary
      Notes.

            


    

     

    Until
definitive Notes are ready for delivery, the Issuer may prepare and the Trustee
shall authenticate temporary Notes.  Temporary Notes shall be
substantially in the form of definitive Notes but may have variations that the
Issuer considers appropriate for temporary Notes.  Without
unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate
definitive Notes in exchange for temporary Notes.  Until such
exchange, temporary Notes shall be entitled to the same rights, benefits and
privileges as definitive Notes.  Notwithstanding the foregoing, so
long as the Notes are represented by a Global Note, such Global Note may be in
typewritten form.

     

    
      	
              SECTION
      2.11

            	
              Cancellation.

            


    

     

    The
Issuer at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and the Paying Agent shall forward to the
Trustee any Notes surrendered to them for transfer, exchange or
payment.  The Trustee, or at the direction of the Trustee, the
Registrar or the Paying Agent (other than the Issuer or an Affiliate of the
Issuer), and no one else, shall cancel and, at the written direction of the
Issuer, shall dispose of all Notes surrendered for transfer, exchange, payment
or cancellation in accordance with its customary
procedures.  Certification of the destruction of all cancelled Notes
shall be delivered to the Issuer upon request by the Issuer.  Subject
to Section 2.07, the Issuer may not issue new Notes to replace Notes that it has
paid or delivered to the Trustee for cancellation.  If the Issuer or
any Guarantor shall acquire any of the Notes, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such Notes
unless and until the same are surrendered to the Trustee for cancellation
pursuant to this Section 2.11.


    
      
         


      

      
        -39-

        
          

        

      

      
         


      

    


    
      	
              SECTION
      2.12

            	
              Defaulted
      Interest.

            


    

     

    If the
Issuer defaults in a payment of interest on the Notes, it shall pay the
defaulted interest, plus (to the extent lawful)
any interest payable on the defaulted interest, in any lawful
manner.  The Issuer may pay the defaulted interest to the Persons who
are Holders on a subsequent special record date, which date shall be the
fifteenth (15th) day
next preceding the date fixed by the Issuer for the payment of defaulted
interest or the next succeeding Business Day if such date is not a Business
Day.  At least fifteen (15) days before any such subsequent special
record date, the Issuer (or, upon the written request of the Issuer, the Trustee
in the name and at the expense of the Issuer) shall mail to each Holder, with a
copy to the Trustee, a notice that states the subsequent special record date,
the payment date and the amount of defaulted interest, and interest payable on
such defaulted interest, if any, to be paid.

     

    
      	
              SECTION
      2.13

            	
              CUSIP and ISIN
      Numbers.

            


    

     

    The
Issuer in issuing the Notes may use “CUSIP” or “ISIN” numbers, and if so, the
Trustee shall use the “CUSIP” or “ISIN” numbers in notices of redemption or
exchange as a convenience to Holders; provided, however, that any such notice
may state that no representation is made as to the correctness or accuracy of
the “CUSIP” or “ISIN” numbers printed in the notice or on the Notes, and that
reliance may be placed only on the other identification numbers printed on the
Notes.  The Issuer will promptly notify the Trustee of any change in
the “CUSIP” or “ISIN” numbers.

     

    
      	
              SECTION
      2.14

            	
              Deposit of
      Moneys.

            


    

     

    Subject
to Section 2 of the Notes, prior to 10:00 a.m. New York City time on each
Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment
Date and Net Proceeds Payment Date, the Issuer shall have deposited with the
Paying Agent, in immediately available funds, funds in Dollars sufficient to
make cash payments, if any, due on such Interest Payment Date, Maturity Date,
Redemption Date, Change of Control Payment Date and Net Proceeds Payment Date,
as the case may be, in a timely manner which permits the Paying Agent to remit
payment to the Holders on such Interest Payment Date, Maturity Date, Redemption
Date, Change of Control Payment Date and Net Proceeds Payment Date, as the case
may be.

     

    
      	
              SECTION
      2.15

            	
              Book-Entry Provisions
      for Global Notes.

            


    

     

    (a)           The
Global Notes initially shall (i) be registered in the name of the Depository or
the nominee of such Depository, (ii) be delivered to the Trustee as custodian
for such Depository and (iii) bear legends as set forth in Exhibit B, as
applicable.

     

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

     

    (b)           The
transfer and exchange of beneficial interests in Global Notes will be effected
through the Depository, in accordance with the provisions of this Indenture and
the rules and procedures of the Depository that apply to such transfer or
exchange.


    
      
         


      

      
        -40-

        
          

        

      

      
         


      

    


    (c)           Transfers
of Global Notes shall be limited to transfers in whole, but not in part, to the
Depository, its successors or their respective nominees.  Interests of
beneficial owners in the Global Notes may be transferred or exchanged for
Physical Notes in
accordance with the rules and procedures of the Depository and the provisions of
Section 2.16.  In addition, Physical Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in Global Notes if
(i) the Depository notifies the Issuer that it is unwilling or unable to
act as Depository for any Global Note, the Issuer so notifies the Trustee in
writing and a successor Depository is not appointed by the Issuer within ninety
(90) days of such notice or (ii) a Default has occurred and is continuing
and the Registrar has received a written request from any owner of a beneficial
interest in a Global Note to issue Physical Notes.  Upon any issuance
of a Physical Note in accordance with this Section 2.15(c), the Trustee shall be
required to register such Physical Note in the name of, and cause the same to be
delivered to, such Person or Persons (or the nominee of any
thereof).  All such Physical Notes shall bear any legends required by
applicable law.

     

    (d)           In
connection with any transfer or exchange of a portion of the beneficial interest
in a Global Note to beneficial owners pursuant to Section 2.15(c), the Registrar
shall (if one or more Physical Notes are to be issued) reflect on its books and
records the date and a decrease in the principal amount of such Global Note in
an amount equal to the principal amount of the beneficial interest in the Global
Note to be transferred, and the Issuer shall execute, and the Trustee shall
authenticate and deliver, one or more Physical Notes of authorized denominations
in an aggregate principal amount equal to the principal amount of the beneficial
interest in the Global Note so transferred.

     

    (e)           In
connection with the transfer of a Global Note as an entirety to beneficial
owners pursuant to Section 2.15(c), such Global Note shall be deemed to be
surrendered to the Trustee for cancellation, and (i) the Issuer shall execute
and (ii) the Trustee shall, upon written instructions from the Issuer,
authenticate and deliver to each beneficial owner identified by the Depository,
in exchange for its beneficial interest in such Global Note, an equal aggregate
principal amount of Physical Notes of authorized denominations.

     

    (f)           Any
Physical Note constituting a Restricted Security delivered in exchange for an
interest in a Global Note pursuant to paragraph (c) or (d) of this Section 2.15
shall, except as otherwise provided by Section 2.16, bear the Private Placement
Legend or a Regulation S Legend to the extent such Physical Note represents
Notes sold to a Non-U.S. Person in reliance on Regulation S.

     

    (g)           The
Holder of any Global Note, including the Depository, may grant proxies, appoint
agents and otherwise authorize any Person, including Participants and Persons
that may hold interests through Participants, to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action that a
Holder is entitled to take under this Indenture or the Notes.

     

    (h)           Except
as provided in the last sentence of Section 2.08, the Issuer, the Trustee and
any Agent shall treat a Person as the Holder of such principal amount of
outstanding Notes represented by a Global Note as shall be specified in a
written statement of the Depository with respect to such Global Note, for
purposes of obtaining any consents, declarations, waivers or directions required
to be given by the Holders pursuant to this Indenture.

     

    
      	
              SECTION
      2.16

            	
              Special Transfer and
      Exchange Provisions.

            


    

     

    (a)           Transfers to Non-QIB
Institutional Accredited Investors.  The following provisions
shall apply with respect to any proposed transfer of a Restricted Security to
any Institutional Accredited Investor which is not a QIB:

     

    (i)           the
Registrar shall register the transfer of any Restricted Security, whether or not
such Note bears the Private Placement Legend, if (x) the requested transfer is
after the first anniversary of the original date of issuance of such Restricted
Security, provided,
however, that neither the Issuer nor any Affiliate of the Issuer has held
any beneficial interest in such Note, or portion thereof, at any time on or
prior to the first anniversary of the original date of issuance of such
Restricted Security, or (y) the proposed transferee has delivered to the
Registrar a certificate substantially in the form of Exhibit C hereto and
any legal opinions and certifications as may be reasonably requested by the
Trustee and the Issuer;


    
      
         


      

      
        -41-

        
          

        

      

      
         


      

    


    (ii)           if
the proposed transferee is a Participant and the Notes to be transferred consist
of Physical Notes which after transfer are to be evidenced by an interest in the
IAI Global Note, upon receipt by the Registrar of the Physical Note and (x)
written instructions given in accordance with the Depository’s and the
Registrar’s procedures and (y) the certificate, if required, referred to in
clause (y) of paragraph (i) above (and any legal opinion or other
certifications), the Registrar shall register the transfer and reflect on its
books and records the date of transfer and an increase in the principal amount
of the IAI Global Note in an amount equal to the principal amount of Physical
Notes to be transferred, and the Registrar shall cancel the Physical Notes so
transferred; and

     

    (iii)           if
the proposed transferor is a Participant seeking to transfer an interest in a
Global Note, upon receipt by the Registrar of (x) written instructions given in
accordance with the Depository’s and the Registrar’s procedures and (y) the
certificate, if required, referred to in clause (y) of paragraph (i) above, the
Registrar shall register the transfer and reflect on its books and records the
date of transfer and (A) a decrease in the principal amount of the Global Note
from which such interests are to be transferred in an amount equal to the
principal amount of the Notes to be transferred and (B) an increase in the
principal amount of the IAI Global Note in an amount equal to the principal
amount of the Notes to be transferred.

     

    (b)           Transfers to
QIBs.  The following provisions shall apply with respect to any
proposed transfer of a Restricted Security to a QIB:

     

    (i)           the
Registrar shall register the transfer of any Restricted Security, whether or not
such Note bears the Private Placement Legend, if (x) the requested transfer is
after the first anniversary of the original date of issuance of such Restricted
Security; provided,
however, that neither the Issuer nor any Affiliate of the Issuer has held
any beneficial interest in such Note, or portion thereof, at any time on or
prior to the first  anniversary of the original date of issuance of
such Restricted Security or (y) such transfer is being made by a proposed
transferor who has checked the box provided for on the applicable Global Note
stating, or has otherwise advised the Issuer and the Registrar in writing, (1)
that the sale has been made in compliance with the provisions of Rule 144A to a
transferee who has signed the certification provided for on the applicable
Global Note stating, or has otherwise advised the Issuer and the Registrar in
writing, that it is purchasing the Note for its own account or an account with
respect to which it exercises sole investment discretion and that it and any
such account is a QIB within the meaning of Rule 144A, (2) that it is aware that
the sale to it is being made in reliance on Rule 144A, and (3) that it
acknowledges (A) that it has received such information regarding the Issuer as
it has requested pursuant to Rule 144A or has determined not to request such
information and (B) that it is aware that the transferor is relying upon its
foregoing representations in order to claim the exemption from registration
provided by Rule 144A;

     

    (ii)           if
the proposed transferee is a Participant and the Notes to be transferred consist
of Physical Notes which after transfer are to be evidenced by an interest in the
144A Global Note, upon receipt by the Registrar of the Physical Note and written
instructions given in accordance with the Depository’s and the Registrar’s
procedures, the Registrar shall register the transfer and reflect on its book
and records the date of transfer and an increase in the principal amount of the
144A Global Note in an amount equal to the principal amount of Physical Notes to
be transferred, and the Registrar shall cancel the Physical Notes so
transferred; and


    
      
         


      

      
        -42-

        
          

        

      

      
         


      

    


    (iii)           if
the proposed transferor is a Participant seeking to transfer an interest in the
IAI Global Note or the Regulation S Global Note, upon receipt by the Registrar
of written instructions given in accordance with the Depository’s and the
Registrar’s procedures, the Registrar shall register the transfer and reflect on
its books and records the date of transfer and (A) a decrease in the principal
amount of the IAI Global Note or the Regulation S Global Note, as the case may
be, in an amount equal to the principal amount of the Notes to be transferred
and (B) an increase in the principal amount of the 144A Global Note in an amount
equal to the principal amount of the Notes to be transferred.

     

    (c)           Transfers to Non-U.S.
Persons.  The following provisions shall apply with respect to
any proposed transfer of a Restricted Security to a Non-U.S. Person under
Regulation S:

     

    (i) 
          the Registrar shall
register any proposed transfer of any Restricted Security to a Non-U.S. Person
upon receipt of a certificate substantially in the form of Exhibit D from the
proposed transferor and such certifications, legal opinions and other
information as the Trustee or the Issuer may reasonably request;
and

     

    (ii)           (a)
if the proposed transferor is a Participant holding a beneficial interest in the
Rule 144A Global Note or the IAI Global Note or the Note to be transferred
consists of Physical Notes, upon receipt by the Registrar of (x) any such
Physical Note to be transferred and the documents required by paragraph (i) and
(y) instructions in accordance with the Depository’s and the Registrar’s
procedures, the Registrar shall reflect on its books and records the date of
transfer and a decrease in the principal amount of the Rule 144A Global Note or
the IAI Global Note, as the case may be, in an amount equal to the principal
amount of the beneficial interest in the Rule 144A Global Note or the IAI Global
Note, as the case may be, to be transferred or cancel the Physical Notes to be
transferred, and (b) if the proposed transferee is a Participant, upon receipt
by the Registrar of any such Physical Note to be transferred and instructions
given in accordance with the Depository’s and the Registrar’s procedures, the
Registrar shall reflect on its books and records the date of transfer and an
increase in the principal amount of the Regulation S Global Note in an amount
equal to the principal amount of the Rule 144A Global Note, the IAI Global Note
or the Physical Notes, as the case may be, to be transferred.

     

    (d)           Exchange
Offer.  Upon the closing of the Exchange Offer in accordance
with the Registration Rights Agreement, the Issuer shall issue Exchange Notes
(which may be one or more global Notes in registered form issued under this
Indenture) in an aggregate principal amount equal to the principal amount of the
beneficial interests in the Notes exchanged pursuant to the Exchange Offer, and
if the Exchange Notes are to be so issued under this Indenture, upon receipt of
an Authentication Order in accordance with Section 2.02, the Trustee shall
authenticate the Exchange Notes in the form of one or more Global Notes not
bearing the Private Placement Legend.

     

    (e)           Restrictions on Transfer and
Exchange of Global Notes.  Notwithstanding any other provisions
of this Indenture, a Global Note may not be transferred as a whole except by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor
Depository.


    
      
         


      

      
        -43-

        
          

        

      

      
         


      

    


    (f)           Restrictive
Legends.  Unless (i) there is delivered to the Trustee an
Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act or (ii) such Note has been offered and sold pursuant to an effective
registration statement under the Securities Act, (x) each Global Note and each
Physical Note that constitutes a Restricted Security shall bear the Private
Placement Legend set forth in Exhibit B hereto on
the face thereof and (y) each Regulation S Global Note and each Physical Note
representing Notes sold to a Non-U.S. Person in reliance on Regulation S shall
bear the Regulation S Legend set forth in Exhibit B hereto.
Upon the transfer, exchange or replacement of Notes not bearing the Private
Placement Legend or the Regulation S Legend, unless otherwise required by
applicable law, the Registrar shall deliver Notes that do not bear the Private
Placement Legend or the Regulation S Legend.

     

    (g)           General.  By
its acceptance of any Note bearing the Private Placement Legend or the
Regulation S Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture, in the Private Placement
Legend and the Regulation S Legend and agrees that it will transfer such Note
only as provided in this Indenture.

     

    The
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 2.15 or this Section
2.16.  The Issuer shall have the right to inspect and make copies of
all such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Registrar.  The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among Participants or beneficial owners of
interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof.  The Trustee shall have no responsibility
for the actions or omissions of the Depository, or the accuracy of the books and
records of the Depository.

     

    (h)           Cancellation and/or
Adjustment of Global Note.  At such time as all beneficial
interests in a particular Global Note have been exchanged for Physical Notes or
a particular Global Note has been redeemed, repurchased or canceled in whole and
not in part, each such Global Note shall be returned to or retained and canceled
by the Trustee in accordance with Section 2.11.  At any time prior to
such cancellation, if any beneficial interest in a Global Note is exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Physical Notes, the principal
amount of Notes represented by such Global Note shall be reduced accordingly and
an endorsement shall be made on such Global Note by the Trustee or by the
Depository at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Note, such other Global Note shall be increased accordingly and an endorsement
shall be made on such Global Note by the Trustee or by the Depository at the
direction of the Trustee to reflect such increase.


    
      
         


      

      
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    ARTICLE
THREE

     

    REDEMPTION

     

    
      	
              SECTION
      3.01

            	
              Notices to
      Trustee.

            


    

     

    If the
Issuer elects to redeem Notes pursuant to Section 5, Section 6 or
Section 7 of the Notes, it shall notify the Trustee of the Redemption Date, the
Redemption Price and the principal amount of Notes to be
redeemed.  The Issuer shall give the notice of redemption to the
Trustee at least forty-five (45) days but not more than sixty (60) days before
the applicable Redemption Date (unless a shorter notice shall be agreed to by
the Trustee in writing), together with such documentation and records as shall
enable the Trustee to select the Notes to be redeemed.

     

    
      	
              SECTION
      3.02

            	
              Selection of Notes to
      be Redeemed.

            


    

     

    If less
than all of the Notes are to be redeemed at any time pursuant to
Sections 5, Section 6 or Section 7 of the Notes, the Trustee shall select
the Notes to be redeemed as follows:

     

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

     

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

     

    provided, however, that, in the case of
such redemption, the Trustee will select the Notes on a pro rata basis or on as
nearly a pro rata basis
as practicable (subject to the procedures of the Depository), unless that method
is otherwise prohibited.

     

    The
Trustee shall promptly notify the Issuer in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
principal amount thereof to be redeemed.  Notes and portions of Notes
selected shall be in the amounts of $1,000 or integral multiples of $1,000;
provided, however, that no Note shall
be redeemed in part if such Note would have a remaining principal amount of less
than $2,000; provided
further,
however, that that if all of the Notes of a Holder are to be redeemed,
the entire outstanding amount of the Notes held by such Holder, even if not an
integral multiple of $1,000, shall be redeemed.  Except as provided in
the preceding sentence, provisions of this Indenture that apply to the Notes
called for redemption shall also apply to portions of Notes called for
redemption.

     

    
      	
              SECTION
      3.03

            	
              Notice of
      Redemption.

            


    

     

    At least
thirty (30) days but not more than sixty (60) days before the applicable
Redemption Date, the Issuer shall mail, or cause to be mailed, a notice of
redemption by first class mail, postage prepaid, to each Holder whose Notes are
to be redeemed, at the Holder’s registered address (except that a notice issued
in connection with a redemption referred to in Article Eight may be more than
sixty (60) days before such Redemption Date).  At the Issuer’s written
request, the Trustee shall forward the notice of redemption in the Issuer’s name
and at the Issuer’s expense.  Each notice for redemption shall
identify the Notes to be redeemed (including the CUSIP or ISIN number, if any)
and shall state:

     

    (1)           the
Redemption Date;


    
      
         


      

      
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    (2)           the
Redemption Price and the amount of accrued interest, if any, to be
paid;

     

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

     

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

     

    (5)           that,
unless the Issuer defaults in making the redemption payment, interest on Notes
called for redemption shall cease to accrue on and after the Redemption Date,
and the only remaining right of the Holders of such Notes shall be to receive
payment of the Redemption Price (together with accrued interest, if any, thereon
to, but not including, the Redemption Date) upon surrender to the Trustee or
Paying Agent of the Notes redeemed;

     

    (6)           if
any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the Redemption Date, and upon surrender and
cancellation of such Note, a new Note or Notes in aggregate principal amount
equal to the unredeemed portion thereof will be issued;

     

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

     

    (8)           the
Section of the Notes or this Indenture, as applicable, pursuant to which the
Notes are to be redeemed.

     

    The
notice, if mailed in a manner herein provided, shall be conclusively presumed to
have been given, whether or not the Holder receives such notice.  In
any case, failure to give such notice by mail or any defect in the notice to the
Holder of any Note designated for redemption in whole or in part shall not
affect the validity of the proceedings for the redemption of any other
Note.  Notices of redemption may not be conditional.

     

    At the
Issuer’s request, the Trustee shall give the notice of redemption in the
Issuer’s name and at its expense.

     

    
      	
              SECTION
      3.04

            	
              Effect of Notice of
      Redemption.

            


    

     

    Once
notice of redemption is mailed in accordance with Section 3.03, Notes called for
redemption shall become due and payable on the Redemption Date at the Redemption
Price therefor plus
accrued interest, if any, thereon to, but not including, the Redemption
Date.  A notice of redemption may not be conditional.  Upon
surrender to the Trustee or Paying Agent, such Notes called for redemption shall
be paid at the Redemption Price plus accrued interest, if
any, thereon to, but not including, the Redemption Date, provided that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Notes registered at the close of
business on the relevant Record Dates.  On and after the Redemption
Date interest shall cease to accrue on Notes or portions thereof called for
redemption unless the Issuer shall have not complied with its obligations
pursuant to Section 3.05.


    
      
         


      

      
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              SECTION
      3.05

            	
              Deposit of Redemption
      Price.

            


    

     

    On or
before 10:00 a.m. New York time on the Redemption Date, the Issuer shall deposit
with the Paying Agent funds in Dollars sufficient to pay the Redemption Price of
all Notes to be redeemed on that date plus all accrued and unpaid
interest, if any, thereon to, but not including, the Redemption
Date.

     

    If the
Issuer complies with the preceding paragraph, then, unless the Issuer defaults
in the payment of such Redemption Price (together with all accrued and unpaid
interest, if any, thereon to, but not including, the Redemption Date) with
respect to the Notes to be redeemed, interest on such Notes will cease to accrue
on and after the applicable Redemption Date, whether or not such Notes are
presented for payment.

     

    
      	
              SECTION
      3.06

            	
              Notes Redeemed in
      Part.

            


    

     

    Upon
surrender of a Note that is to be redeemed in part, the notice of redemption
that relates to such Note shall state the portion of the principal amount
thereof to be redeemed.  A new Note or Notes of the same Maturity Date
and equal in principal amount to the unredeemed portion of the original Note or
Notes shall be issued in the name of the Holder thereof upon surrender and
cancellation of the original Note or Notes surrendered.

     

    ARTICLE
FOUR

     

    COVENANTS

     

    
      	
              SECTION
      4.01

            	
              Payment of Principal
      and Interest.

            


    

     

    The
Issuer shall pay or cause to be paid the principal of and interest on the Notes,
in the manner provided in the Notes, this Indenture and the Registration Rights
Agreement.  An installment of principal of, or interest on, the Notes
shall be considered paid on the date it is due if the Trustee or the Paying
Agent (other than the Issuer or an Affiliate thereof) holds on that date funds
designated for and sufficient to pay the installment.  The Paying
Agent shall return to the Issuer promptly, and in any event, no later than five
(5) Business Days following the date of payment, any money (including accrued
interest) that exceeds such amount of principal and interest paid on the
Notes.  If a payment date is not a Business Day, at a place of
payment, payment may be made at that place on the next succeeding day that is a
Business Day, and no interest shall accrue on such payment for the intervening
period.

     

    The
Issuer shall pay interest (including post petition interest in a proceeding
under any Bankruptcy Law), on overdue principal and premium, if any, and overdue
interest (without regard to applicable grace periods), to the extent lawful, at
the same rate per annum
borne by the Notes.

     

    Interest
on the Notes will be computed on the basis of a 360-day year comprised of twelve
30-day months.


    
      
         


      

      
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              SECTION
      4.02

            	
              Maintenance of Office
      or Agency.

            


    

     

    The
Issuer covenants and agrees for the benefit of the Holders that it will maintain
in the Borough of Manhattan, The City of New York, New York the office or agency
required under Section 2.03 (which may be an office or drop facility of the
Trustee, the Registrar or the Service Agent, as applicable, for such Notes or an
Affiliate of such Trustee, the Registrar or the Service Agent, as applicable,
for such Notes) where such Notes may be surrendered for registration of transfer
or for exchange and where notices and demands to or upon the Issuer in respect
of such Notes and this Indenture may be served.  The Issuer 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 Issuer 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 Issuer hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

     

    The
Issuer may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations.  The
Issuer 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.

     

    The
Issuer hereby designates the Corporate Trust Office of the Trustee as one such
office or agency of the Issuer in accordance with
Section 2.03.

     

    
      	
              SECTION
      4.03

            	
              Corporate
      Existence.

            


    

     

    Except as
otherwise permitted by Article Five and the other provisions of this Indenture,
the Issuer shall do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence and the corporate,
partnership, limited liability company or other existence of each of its
Restricted Subsidiaries in accordance with the respective organizational
documents (as the same may be amended from time to time) of each such Restricted
Subsidiary and the material rights (charter and statutory) and material
franchises of the Issuer and each of its Restricted Subsidiaries; provided, however, that the Issuer
shall not be required to preserve any such right or franchise with respect to
itself or any Restricted Subsidiary or any such corporate, partnership, limited
liability company or other existence with respect to any Restricted Subsidiary
if the Issuer shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Issuer and its Restricted
Subsidiaries, taken as a whole.

     

    
      	
              SECTION
      4.04

            	
              Compliance
      Certificate.

            


    

     

    (a)           The
Issuer and each Guarantor (to the extent that such Guarantor is so required
under the Trust Indenture Act) shall deliver to the Trustee, within one hundred
twenty (120) days after the close of each fiscal year, an Officers’ Certificate,
one of the signatories of which shall be the Issuer’s or Guarantor’s, as
applicable, principal executive officer, principal financial officer or
principal accounting officer (as such terms are defined in the Trust Indenture
Act), stating that a review of the activities of the Issuer or Guarantor, as
applicable, has been made under the supervision of the signing officers with a
view to determining whether it has kept, observed, performed and fulfilled its
obligations under this Indenture and further stating, as to each such Officer
signing such certificate, that to such Officer’s knowledge, the Issuer or
Guarantor, as applicable, during such preceding fiscal year has kept, observed,
performed and fulfilled each and every such covenant and no Default occurred
during such year and at the date of such certificate there is no Default that
has occurred and is continuing or, if such signers do know of such Default, the
certificate shall describe its status with particularity.

     

    (b)           Upon
any Officer of the Issuer becoming aware of any Default, the Issuer shall
deliver to the Trustee an Officers’ Certificate specifying such Default and what
action the Issuer is taking or proposes to take with respect
thereto.

     

    (c)           The
Officers’ Certificate shall also notify the Trustee should the Issuer elect to
change the manner in which it fixes its fiscal year end.


    
      
         


      

      
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              SECTION
      4.05

            	
              Waiver of Stay,
      Extension or Usury Laws.

            


    

     

    The
Issuer and each Guarantor covenants (to the extent permitted by applicable law)
that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive such Issuer or such
Guarantor from paying all or any portion of the principal of or interest on the
Notes or the Guarantee of any such Guarantor as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture, and (to the extent permitted by
applicable law) each 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.

     

    
      	
              SECTION
      4.06

            	
              Change of
      Control.

            


    

     

    (a)           Upon
the occurrence of any Change of Control, each Holder of Notes will have the
right to require the Issuer to repurchase all or any part (equal to $1,000 or an
integral multiple thereof; provided, however, that no Note shall
be repurchased in part if such Note would have a remaining principal amount of
less than $2,000) of that Holder’s Notes pursuant to a Change of Control Offer
(the “Change of Control
Offer”).  In the Change of Control Offer, the Issuer will offer
to pay an amount in cash (the “Change of Control Purchase
Price”) equal to 101% of the aggregate principal amount of Notes
purchased, plus accrued
and unpaid interest thereon, if any, to but excluding the date of
purchase.  Within thirty (30) days following any Change of Control,
the Issuer will mail, or cause to be mailed, a notice to each Holder describing
the transaction or transactions that constitute the Change of Control and
offering to purchase Notes on the date (the “Change of Control Payment
Date”) specified in such notice, which date shall be a Business Day no
earlier than thirty (30) days and no later than sixty (60) days from the date
such notice is mailed, pursuant to the procedures described
below.  Such notice shall state:

     

    (1)           that
the Change of Control Offer is being made pursuant to this Section 4.06 and that
all Notes tendered and not withdrawn will be accepted for payment;

     

    (2)           the
Change of Control Purchase Price and the Change of Control Payment
Date;

     

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

     

    (4)           that,
unless the Issuer defaults in making payment therefor, any Note accepted for
payment pursuant to the Change of Control Offer shall cease to accrue interest
after the Change of Control Payment Date;

     

    (5)           that
Holders electing to have a Note purchased pursuant to a Change of Control Offer
will be required to surrender the Note, with the form entitled “Option of Holder
to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at
the address specified in the notice prior to the close of business on the third
(3rd) Business Day prior to the Change of Control Payment Date;

     

    (6)           that
Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the second (2nd) Business Day prior to the Change of
Control Payment Date, a telegram, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Notes the Holder delivered
for purchase and a statement that such Holder is withdrawing his election to
have such Note purchased;


    
      
         


      

      
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    (7)           that
Holders whose Notes are purchased only in part will be issued new Notes in a
principal amount equal to the unpurchased portion of the Notes surrendered
(equal to integral multiple of $1,000 but not less than $2,000);
and

     

    (8)           the
circumstances and relevant facts regarding such Change of Control.

     

    (b)           On
or before the Change of Control Payment Date, the Issuer will, to the extent
lawful:

     

    (1)           accept
for payment all Notes or portions thereof properly tendered pursuant to the
Change of Control Offer;

     

    (2)           deposit
with the Paying Agent funds sufficient to pay the Change of Control Purchase
Price in respect of all Notes or portions thereof so tendered; and

     

    (3)           deliver
or cause to be delivered to the Trustee the Notes so accepted together with an
Officers’ Certificate stating the aggregate principal amount of Notes or
portions thereof being purchased by the Issuer.

     

    (c)           The
Paying Agent will promptly mail to each Holder of Notes so tendered the Change
of Control Purchase Price for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided, however, that each such new
Note will be in a principal amount equal to an integral multiple of $1,000 but
not less than $2,000.

     

    (d)           The
Issuer will publicly announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Payment Date.

     

    (e)           The
Issuer will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Issuer and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

     

    (f)           The
Issuer shall cause the Change of Control Offer to remain open for at least
twenty (20) Business Days or for such longer period as may be required by
law.  The Issuer will comply, and will cause any third party making a
Change of Control Offer to comply, with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with a Change of
Control Offer.  To the extent the provisions of any applicable
securities laws or regulations conflict with the provisions of this Section
4.06, the Issuer will not be deemed to have breached its obligations under this
Section 4.06 by virtue of complying with such laws or regulations.

     

    (g)           In
the event that at the time of such Change of Control the terms of the
Indebtedness under any Credit Agreement restrict or prohibit the purchase of the
Notes pursuant to this Section 4.06, then prior to the mailing of the notice to
Holders provided for in Section 4.06(a), but in any event within thirty (30)
days following any Change of Control, the Issuer shall (i) repay in full the
Indebtedness and terminate all commitments under such Credit Agreement or (ii)
obtain the requisite consent under the agreements governing the Indebtedness
under such Credit Agreement to permit the purchase of the Notes as provided for
in this Section 4.06.  The Issuer shall first comply with the covenant
in the immediately preceding sentence before it shall be required to repurchase
Notes or send the notice to the Holders referred to in clause (a) above pursuant
to the provisions of this Section 4.06.  The Issuer’s failure to
comply with the covenant described in the second preceding sentence (and any
failure to send the notice referred to in clause (a) above because the same is
prohibited by the second preceding sentence) may (with notice and lapse of time)
constitute an Event of Default described in Section 6.01(3) but shall not
constitute an Event of Default described in Section 6.01(2).


    
      
         


      

      
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              SECTION
      4.07

            	
              Limitations on
      Additional Indebtedness.

            


    

     

    (a)           The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, incur any Indebtedness; provided, however, that the Issuer or
any Restricted Subsidiary may incur additional Indebtedness, and the Issuer or
any Restricted Subsidiary may incur Acquired Indebtedness if, after giving effect
thereto, the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00
(the “Coverage Ratio
Exception”).

     

    (b)           Notwithstanding
Section 4.07(a), each of the following shall be permitted to be incurred (the
“Permitted
Indebtedness”):

     

    (1)           Indebtedness
of the Issuer or any Restricted Subsidiary under any Credit Facility (including
any Credit Agreement) (including the issuance or creation of letters of credit
or bankers’ acceptances thereunder) so long as the aggregate amount of all
Indebtedness of the Issuer and its Restricted Subsidiaries (without duplication)
at any time outstanding under all Credit Facilities (including all Credit
Agreements) (excluding Hedging Obligations related to the Indebtedness
thereunder) does not exceed the greater of (x) $1.75 billion, less the aggregate
amount of Net Available Proceeds applied to repayments under the Credit
Agreements pursuant to Section 4.10(c), and (y) 85% of the book value of
the accounts receivable of the Issuer and the Restricted Subsidiaries plus 65%
of the book value of inventory of the Issuer and the Restricted Subsidiaries, in
each case calculated on a consolidated basis and in accordance with GAAP as of
the last day of the last full fiscal quarter for which financial statements are
available;

     

    (2)           the
Notes being issued on the Issue Date and the related Guarantees, and the
Exchange Notes and the related Guarantees (or other guarantees) in respect
thereof to be issued pursuant to the Registration Rights Agreement;

     

    (3)           Indebtedness
of the Issuer and the Restricted Subsidiaries to the extent outstanding on the
Issue Date (other than Indebtedness referred to in clauses (1) and
(2) above);

     

    (4)           Indebtedness
of the Issuer or any Restricted Subsidiary under Hedging Obligations (i) entered
into for bona fide purposes of hedging against fluctuations in interest rates
with respect to Indebtedness under any Credit Facility (including any Credit
Agreement) or (ii) entered into in the ordinary course of business for bona fide
hedging purposes and not for the purpose of speculation that are designed to
protect against fluctuations in interest rates, foreign currency exchange rates
and commodity prices, provided that if, in the case of either (i) or (ii), such
Hedging Obligations are of the type described in clause (1) of the
definition thereof, (a) such Hedging Obligations relate to payment
obligations on Indebtedness otherwise permitted to be incurred by this covenant
and (b) the notional principal amount of such Hedging Obligations at the
time incurred does not exceed the principal amount of the Indebtedness to which
such Hedging Obligations relate;


    
      
         


      

      
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    (5)           Indebtedness
of the Issuer owed to a Restricted Subsidiary and Indebtedness of any Restricted
Subsidiary owed to the Issuer or any other Restricted Subsidiary, provided that
upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
such Indebtedness being owed to any Person other than the Issuer or a Restricted
Subsidiary, the Issuer or such Restricted Subsidiary, as applicable, shall be
deemed to have incurred Indebtedness not permitted by this clause
(5);

     

    (6)           (i)
Indebtedness in respect of bid, performance or surety bonds issued for the
account of the Issuer or any Restricted Subsidiary in the ordinary course of
business, including guarantees or obligations of the Issuer or any Restricted
Subsidiary with respect to letters of credit supporting such bid, performance or
surety obligations (in each case other than for an obligation for money
borrowed), and (ii) Indebtedness of the Issuer or any Restricted Subsidiary
consisting of reimbursement obligations with respect to commercial letters of
credit and letters of credit issued to landlords, in each case in the ordinary
course of business in an aggregate face amount not to exceed $10.0 million at
any time;

     

    (7)           Purchase
Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and
Refinancing Indebtedness with respect thereto, in an aggregate outstanding
amount not to exceed $50.0 million at any time;

     

    (8)           Indebtedness
of the Issuer or any Restricted Subsidiary arising from the honoring by a bank
or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against
insufficient funds in the ordinary course of business, provided that such
Indebtedness is extinguished within five (5) Business Days of
incurrence;

     

    (9)           Indebtedness
of the Issuer or any Restricted Subsidiary arising in connection with
endorsement of instruments for deposit in the ordinary course of
business;

     

    (10)         (i)
Capitalized Lease Obligations arising under Sale and Leaseback Transactions with
respect to any of the real property currently owned by Biosite Incorporated or
any of its Restricted Subsidiaries in San Diego, California or San Clemente,
California, and Refinancing Indebtedness with respect thereto, in an aggregate
outstanding amount for all such transactions under this clause (i) not to exceed
$150.0 million at any time, and (ii) Capitalized Lease Obligations arising under
any other Sale and Leaseback Transactions, and Refinancing Indebtedness with
respect thereto, in an aggregate outstanding amount for all such transactions
under this clause (ii) not to exceed $50.0 million at any time;

     

    (11)         guarantee
Obligations of the Issuer or any of its Restricted Subsidiaries with respect to
Indebtedness of the Issuer or any of its Restricted Subsidiaries;

     

    (12)         (i)
Indebtedness incurred by the Issuer or any Restricted Subsidiary for the purpose
of financing all or any part of the cost of, or in order to consummate, the
acquisition of (x) Equity Interests of another Person engaged in the Permitted
Business that becomes a Restricted Subsidiary, (y) all or substantially all of
the assets of such a Person or a line of business, division or business unit
within the Permitted Business by the Issuer or a Restricted Subsidiary, or (z)
any other Permitted Business assets by the Issuer or a Restricted Subsidiary and
(ii) Acquired Indebtedness incurred by the Issuer or any Restricted Subsidiary
in connection with an acquisition by the Issuer or a Restricted Subsidiary;
provided, however, that, in each of the foregoing cases, on the date of the
incurrence of such Indebtedness or Acquired Indebtedness, after giving effect to
the incurrence thereof and the use of any proceeds therefrom and otherwise
determined on a pro forma basis for such transaction in accordance with the
provisions set forth in the definition of “Consolidated Interest Coverage
Ratio,” either:


    
      
         


      

      
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    (A)         the
Issuer would be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Coverage Ratio Exception, or

     

    (B)          the
Consolidated Interest Coverage Ratio would be greater than the Consolidated
Interest Coverage Ratio immediately prior to the incurrence of such
Indebtedness;

     

    (13)         guarantees
by the Issuer or any of its Restricted Subsidiaries of the performance by any
Restricted Subsidiary of its obligations under the P&G JV Agreements or the
joint venture agreement or other related agreements, instruments or documents
relating to any other joint venture entered into by the Issuer of any of its
Restricted Subsidiaries in compliance with this Indenture (for the avoidance of
doubt this clause shall not be read to allow guarantees of Indebtedness of any
joint venture or joint venture partner or their Affiliates);

     

    (14)         Refinancing
Indebtedness incurred by the Issuer or any Restricted Subsidiary with respect to
Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2),
(3) or (12) or this clause (14) in this Section 4.07(b);

     

    (15)         Indebtedness
of any Foreign Subsidiary or of any Domestic Subsidiary that is not a Guarantor
in an aggregate outstanding principal amount for all such Indebtedness at any
time not to exceed $50.0 million; and

     

    (16)         any
other Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate
outstanding principal amount for all such Indebtedness not to exceed $50.0
million at any time.

     

    (c)           For
purposes of determining compliance with this Section 4.07, in the event that an
item of Indebtedness meets the criteria of more than one of the categories of
Permitted Indebtedness described in clauses (1) through (16) of Section 4.07(b)
or is entitled to be incurred pursuant to the Coverage Ratio Exception, the
Issuer shall, in its sole discretion, classify such item of Indebtedness and may
divide and classify (and may later redivide and reclassify) such Indebtedness in
more than one of the types of Indebtedness described in Section 4.07(a) or
Section 4.07(b) in any manner that complies with this Section 4.07, except that
Indebtedness incurred under any Credit Agreement on the Issue Date shall be
deemed to have been incurred under clause (1) of Section 4.07(b).  Any
item of Indebtedness entitled to be incurred pursuant to the Coverage Ratio
Exception and classified by the Issuer within such type of Indebtedness shall
retain such classification (and the amount thereof shall not be counted in the
determination of the amount of Indebtedness under any of clauses (1) through
(16) of Section 4.07(b)) notwithstanding that the Coverage Ratio Exception is
not available at any later time.  In addition, for purposes of
determining any particular amount of Indebtedness under this Section 4.07 or any
category of Permitted Indebtedness, guarantees, Liens, letter of credit
obligations or other obligations supporting Indebtedness otherwise included in
the determination of such particular amount shall not be included so long as
incurred by a Person that could have incurred such Indebtedness.

     

    (d)           The
accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms and the payment of dividends on Disqualified
Equity Interests of the Issuer in the form of additional shares of the same
class of Disqualified Equity Interest (or in the form of Qualified Equity
Interests) will not be deemed to be an incurrence of Indebtedness for purposes
of this Section 4.07.


    
      
         


      

      
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              SECTION
      4.08

            	
              Limitations on
      Restricted Payments.

            


    

     

    (a)           The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, make any Restricted Payment if at the time of such Restricted
Payment:

     

    (1)           a
Default shall have occurred and be continuing or shall occur as a consequence
thereof;

     

    (2)           the
Issuer cannot incur $1.00 of additional Indebtedness pursuant to the Coverage
Ratio Exception; or

     

    (3)           the
amount of such Restricted Payment, when added to the aggregate amount of all
other Restricted Payments made after May 12, 2009 (other than Restricted
Payments made pursuant to clauses (2) through (7), (8) (with respect to non-cash
dividends only), (10) and (11) of Section 4.08(b), exceeds the sum (the
“Restricted Payments Basket”) of (without duplication):

     

    (i)    
       50% of Consolidated Net Income for the
period (taken as one accounting period) commencing on the first (1st) day of the
first full fiscal quarter commencing after May 12, 2009 to and including the
last day of the fiscal quarter ended immediately prior to the date of such
calculation for which consolidated financial statements are available (or, if
such Consolidated Net Income shall be a deficit, minus 100% of such aggregate
deficit), plus

     

    (ii)       
   100% of the aggregate net proceeds, including cash and the
Fair Market Value of the equity of a Person or of assets used in or constituting
a line of business, in each case which becomes or becomes owned by a Restricted
Subsidiary, received by the Issuer from the issuance and sale of Qualified
Equity Interests after May 12, 2009, other than any such proceeds which are used
to redeem Notes in accordance with Section 6 of the Notes, provided that the
Issuer delivers to the Trustee:

     

    (x)           with
respect to any equity or assets with a Fair Market Value in excess of $15.0 million,
an Officers’ Certificate setting forth such Fair Market Value and a Secretary’s
Certificate which sets forth and authenticates a resolution that has been
adopted by a majority of the Independent Directors approving such Fair Market
Value; and

     

    (y)          with
respect to any equity or assets with a Fair Market Value in excess of $50.0
million, the certificates described in the preceding clause (x) and a written
opinion as to the Fair Market Value of such equity or assets received by the
Issuer from the issuance and sale of such Qualified Equity Interests issued by
an Independent Financial Advisor (which opinion may be in the form of a fairness
opinion with respect to the transaction in which the equity or assets are
acquired), plus

     

    (iii)          100%
of the aggregate net cash proceeds received by the Issuer as contributions to
the common or preferred equity (other than Disqualified Equity Interests) of the
Issuer after May 12, 2009, other than any such proceeds which are used to redeem
Notes in accordance with Section 6 of the Notes, plus


    
      
         


      

      
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    (iv)         the
aggregate amount by which Indebtedness incurred by the Issuer or any Restricted
Subsidiary subsequent to May 12, 2009 is reduced on the Issuer’s balance sheet
upon the conversion or exchange (other than by a Subsidiary of the Issuer) of
Indebtedness into Qualified Equity Interests (less the amount of any cash, or
the fair value of assets, distributed by the Issuer or any Restricted Subsidiary
upon such conversion or exchange), plus

     

    (v)          in
the case of the disposition or repayment of or return on any Investment that was
treated as a Restricted Payment made after May 12, 2009, an amount (to the
extent not included in the computation of Consolidated Net Income) equal to the
lesser of (A) the return of capital with respect to such Investment and
(B) the amount of such Investment that was treated as a Restricted Payment,
in either case, less the cost of the disposition of such Investment and net of
taxes, plus

     

    (vi)         upon
a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the
lesser of (A) the Fair Market Value of the Issuer’s proportionate interest
in such Subsidiary immediately following such Redesignation, and (B) the
aggregate amount of the Issuer’s Investments in such Subsidiary to the extent
such Investments reduced the Restricted Payments Basket and were not previously
repaid or otherwise reduced.

     

    (b)           The
foregoing provisions shall not prohibit:

     

    (1)           the
payment by the Issuer or any Restricted Subsidiary of any dividend within sixty
(60) days after the date of declaration thereof, if on the date of declaration
the payment would have complied with the provisions of this
Indenture;

     

    (2)           the
redemption of any Equity Interests of the Issuer or any Restricted Subsidiary in
exchange for, or out of the proceeds of the substantially concurrent issuance
and sale of, Qualified Equity Interests (and any payment of cash in lieu of
delivering fractional shares in connection therewith);

     

    (3)           the
redemption of Subordinated Indebtedness of the Issuer or any Restricted
Subsidiary (i) in exchange for, or out of the proceeds of the substantially
concurrent issuance and sale of, Qualified Equity Interests (and any payment of
cash in lieu of delivering fractional shares in connection therewith) or (ii) in
exchange for, or out of the proceeds of the substantially concurrent incurrence
of, Refinancing Indebtedness permitted to be incurred under Section 4.07 and the
other terms of this Indenture;

     

    (4)           the
redemption of Equity Interests of the Issuer held by officers, directors or
employees or former officers, directors or employees (or their transferees,
estates or beneficiaries under their estates) upon their death, disability,
retirement, severance or termination of employment or service; provided,
however, that the aggregate cash consideration paid for all such redemptions
shall not exceed $10.0 million during any calendar year;

     

    (5)           repurchases
of Equity Interests deemed to occur upon the exercise of stock options or
warrants if the Equity Interests represents a portion of the exercise price
thereof;


    
      
         


      

      
        -55-

        
          

        

      

      
         


      

    


    (6)           the
redemption of any Indebtedness of the Issuer or any Restricted Subsidiary owing
to any Restricted Subsidiary or the Issuer;

     

    (7)           upon
the occurrence of a Change of Control and within one hundred twenty (120) days
after the completion of the offer to repurchase the Notes pursuant to Section
4.06, any redemption of Indebtedness of the Issuer required pursuant to the
terms thereof;

     

    (8)           the
payment by the Issuer of any dividend on shares of the Series B Preferred Stock,
in accordance with the terms thereof set forth in the Issuer’s certificate of
incorporation as in effect on the Issue Date (as may be modified thereafter in a
manner not adverse to the Holders), whether paid in cash or Equity Interests
(other than Disqualified Equity Interests);

     

    (9)           payments
of dividends on Disqualified Equity Interests issued in compliance with Section
4.07;

     

    (10)         payments
made using any Net Proceeds Deficiency; or

     

    (11)         other
Restricted Payments in an amount which, when taken together with all other
Restricted Payments either (i) made pursuant to this clause (11) or
(ii) made since May 12, 2009 that would not have been permitted by any
other clause of this Indenture had this Indenture been in effect on and after
such date, does not exceed $50.0 million in the aggregate (with the amount of
each Restricted Payment being determined as of the date made and without regard
to subsequent changes in value);

     

    provided, however, that (x) in the case
of any Restricted Payment pursuant to clause (3)(ii), (10) or (11) of this
Section 4.08(b), no Default shall have occurred and be continuing or will occur
as a consequence thereof, and (y) no issuance and sale of Qualified Equity
Interests pursuant to clause (2) or (3) of this Section 4.08(b) shall increase
the Restricted Payments Basket, except to the extent the proceeds thereof exceed
the amounts used to effect the transactions described therein.

     

    
      	
              SECTION
      4.09

            	
              Limitations on
      Liens.

            


    

     

    The
Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create, incur, assume or permit or suffer to exist any Lien of any
nature whatsoever (other than Permitted Liens) against any assets of the Issuer
or any Restricted Subsidiary (including Equity Interests of a Restricted
Subsidiary), whether owned on the Issue Date or thereafter acquired, or any
proceeds therefrom, in each case securing an obligation that ranks pari passu in right of
payment with, or that is subordinated in right of payment to, the Notes or any
Guarantee, unless contemporaneously therewith:

     

    (a)           in
the case of any Lien securing an obligation that ranks pari passu in right of
payment with the Notes or any Guarantee, effective provision is made to secure
the Notes or such Guarantee, as the case may be, at least equally and ratably
with or prior to such obligation with a Lien on the same collateral;
and

     

    (b)           in
the case of any Lien securing an obligation that is subordinated in right of
payment to the Notes or a Guarantee, effective provision is made to secure the
Notes or such Guarantee, as the case may be, with a Lien on the same collateral
that is prior to the Lien securing such subordinated obligation,

     

    in each
case, for so long as such obligation is secured by such Lien.


    
      
         


      

      
        -56-

        
          

        

      

      
         


      

    


    
      	
              SECTION
      4.10

            	
              Limitations on Asset
      Sales.

            


    

     

    (a)           The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, consummate any Asset Sale unless:

     

    (1)           the
Issuer or such Restricted Subsidiary receives consideration at the time of such
Asset Sale at least equal to the Fair Market Value of the assets included in
such Asset Sale; and

     

    (2)           at
least 75% (or, solely in the case of any Asset Sale to create any Health
Management Joint Venture, 50%) of the total consideration received in such Asset
Sale consists of cash or Cash Equivalents.

     

    For
purposes of clause (2) (and not for purposes of determining the Net Available
Proceeds with respect to the application and purchase offer provisions in this
Section 4.10), the following shall be deemed to be cash:

     

    (i)           
the amount (without duplication) of any Indebtedness of the Issuer or such
Restricted Subsidiary that is expressly assumed by the transferee in such Asset
Sale and with respect to which the Issuer or such Restricted Subsidiary, as the
case may be, is released by the holder of such Indebtedness;

     

    (ii)           the
amount of any obligations received from such transferee that are within one
hundred eighty (180) days converted by the Issuer or such Restricted Subsidiary
to cash (to the extent of the cash actually so received);

     

    (iii)          the
Fair Market Value of (x) any assets (other than securities) received by the
Issuer or any Restricted Subsidiary to be used by it in the Permitted Business,
(y) Equity Interests in a Person that is a Restricted Subsidiary or in a Person
engaged in a Permitted Business that shall become a Restricted Subsidiary
immediately upon the acquisition of such Person by the Issuer or (z) a
combination of (x) and (y); and

     

    (iv)          the
Fair Market Value of any Equity Interests for which the Issuer or such
Restricted Subsidiary has a contractual right to require the registration of
such Equity Interests under the Securities Act or the applicable securities laws
of the jurisdiction in which such securities are listed on a Major Foreign
Exchange (“Designated Non-Cash
Consideration”); provided, however, that no
consideration received in an Asset Sale will constitute Designated Non-Cash
Consideration if and to the extent that the classification of such consideration
as Designated Non-Cash Consideration would cause the aggregate amount of all
such Designated Non-Cash Consideration outstanding at that time to exceed 2.5%
of Consolidated Total Assets (with the Fair Market Value of each item of
Designated Non-Cash Consideration being measured at the time received and
without giving effect to subsequent changes in value).

     

    (b)           If
at any time any non-cash consideration (including any Designated Non-Cash
Consideration) received by the Issuer or any Restricted Subsidiary of the
Issuer, as the case may be, in connection with any Asset Sale is repaid or
converted into or sold or otherwise disposed of for cash (other than interest
received with respect to any such non-cash consideration), then the date of such
repayment, conversion or disposition shall be deemed to constitute the date of
an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied
in accordance with this Section 4.10.


    
      
         


      

      
        -57-

        
          

        

      

      
         


      

    


    (c)           If
the Issuer or any Restricted Subsidiary engages in an Asset Sale, the Issuer or
such Restricted Subsidiary shall, no later than 360 days following the
consummation thereof, apply all or any (or, in the Issuer’s discretion, none) of
the Net Available Proceeds therefrom to:

     

    (1)           repay
Senior Debt or Guarantor Senior Debt, and in the case of any such repayment
under any revolving credit facility, effect a permanent reduction in the
availability under such revolving credit facility, in each case if and to the
extent permitted under the terms of such Senior Debt or Guarantor Senior
Debt;

     

    (2)           repay
any Indebtedness which was secured by the assets sold in such Asset Sale;
or

     

    (3)           (i) invest
all or any part of the Net Available Proceeds thereof in assets (other than
securities), including expenditures for research and development activities, to
be used by the Issuer or any Restricted Subsidiary in the Permitted Business,
(ii) acquire Equity Interests in a Person that is a Restricted Subsidiary
or in a Person engaged in a Permitted Business that shall become a Restricted
Subsidiary immediately upon the consummation of such acquisition or (iii) a
combination of (i) and (ii).

     

    The
amount of Net Available Proceeds not applied or invested as provided in this
paragraph will constitute “Excess
Proceeds.”  The Issuer or such Restricted Subsidiary may repay
Senior Debt or Guarantor Senior Debt under a revolving Credit Facility during the 360 days
following the consummation of such Asset Sale without effecting a permanent
reduction in the availability under such revolving credit facility, pending
application of such proceeds pursuant to clause (1), (2) or (3) of this Section
4.10(c) or their use as Excess Proceeds in accordance with the next paragraph,
and such repayment shall not be considered an application of Net Available
Proceeds for purposes of this paragraph; provided, however, that, if such Net
Available Proceeds are not applied after 360 days for any purpose other than the
repayment of a revolving credit facility, a permanent reduction in the
availability under such revolving credit facility shall then be required in
order for such repayment to be considered an application of Net Available
Proceeds for purposes of this paragraph.

     

    (d)           When
the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the
Issuer will be required to make an offer to purchase from all Holders and, if
applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of
the Issuer the provisions of which require the Issuer to redeem such Pari Passu
Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an
aggregate principal amount of Notes and such Pari Passu Indebtedness equal to
the amount of such Excess Proceeds as follows:

     

    (1)           the
Issuer will (i) make an offer to purchase (a “Net Proceeds Offer”) to all
Holders in accordance with the procedures set forth in this Indenture, and (ii)
redeem (or make an offer to do so) any such other Pari Passu Indebtedness, on a
pro rata basis (or on as nearly a pro rata basis as is practicable) in
proportion to the respective principal amounts of the Notes and such other Pari
Passu Indebtedness required to be redeemed, the maximum principal amount of
Notes (in each case in whole in a principal amount of $1,000 or integral
multiples thereof; provided, however, that no Note will be purchased in part if
such Note would have a remaining principal amount of less than $2,000) and Pari
Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”)
of such Excess Proceeds;


    
      
         


      

      
        -58-

        
          

        

      

      
         


      

    


    (2)           the
offer price for the Notes will be payable in cash in an amount equal to 100% of
the principal amount of the Notes tendered pursuant to a Net Proceeds Offer,
plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds
Offer is consummated (the “Offered Price”), in accordance with the procedures
set forth in this Indenture, and the redemption price for such Pari Passu
Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the
related documentation governing such Indebtedness;

     

    (3)           if
the aggregate Offered Price of Notes validly tendered and not withdrawn by
Holders thereof exceeds the pro rata portion of the Payment Amount allocable to
the Notes, Notes to be purchased will be selected on a pro rata basis (or on as
nearly a pro rata basis as is practicable); and

     

    (4)           upon
completion of such Net Proceeds Offer in accordance with the foregoing
provisions, the amount of Excess Proceeds with respect to which such Net
Proceeds Offer was made shall be deemed to be zero.

     

    (e)           To
the extent that the sum of the aggregate Offered Price of Notes tendered
pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price
paid to the holders of such Pari Passu Indebtedness is less than the Payment
Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the
Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general
corporate purposes, subject to the provisions of this Indenture, and the amount
of Excess Proceeds with respect to such Net Proceeds Offer shall be deemed to be
zero.

     

    (f)           Upon
the commencement of a Net Proceeds Offer, the Issuer shall send or cause to be
sent, by first class mail, a notice to the Trustee and to each Holder at its
registered address.  The notice shall contain all instructions and
materials necessary to enable such Holder to tender Notes pursuant to the Net
Proceeds Offer.  Any Net Proceeds Offer shall be made to all
Holders.  The notice, which shall govern the terms of the Net Proceeds
Offer, shall state:

     

    (1)           that
the Net Proceeds Offer is being made pursuant to this Section 4.10;

     

    (2)           the
Payment Amount, the Offered Price, and the date on which Notes tendered and
accepted for payment shall be purchased, which date shall be at least thirty
(30) days and not later than sixty (60) days from the date such notices is
mailed (the “Net Proceeds Payment Date”);

     

    (3)           that
any Notes not tendered or accepted for payment shall continue to accrue
interest;

     

    (4)           that,
unless the Issuer defaults in making such payment, any Notes accepted for
payment pursuant to the Net Proceeds Offer shall cease to accrue interest on and
after the Net Proceeds Payment Date;

     

    (5)           that
Holders electing to have any Notes purchased pursuant to any Net Proceeds Offer
shall be required to surrender the Notes, with the form entitled “Option of
Holder to Elect Purchase” on the reverse of the Note completed, or transfer by
book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or
the Paying Agent at the address specified in the notice at least three (3) days
before the Net Proceeds Payment Date;

     

    (6)           that
Holders shall be entitled to withdraw their election if the Issuer, the
Depository or the Paying Agent, as the case may be, receives, not later than the
Net Proceeds Payment Date, a notice setting forth the name of the Holder, the
principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note
purchased;


    
      
         


      

      
        -59-

        
          

        

      

      
         


      

    


    (7)           that
if the aggregate principal amount of Notes surrendered by Holders exceeds the
Payment Amount, the Issuer shall select the Notes to be purchased on a pro rata
basis (with such adjustments as may be deemed appropriate by the Issuer so that
only Notes in denominations of $1,000, or integral multiples thereof, shall be
purchased; provided, however, that no Note will be purchased in part if such
Note would have a remaining principal amount of less than $2,000);
and

     

    (8)           that
Holders whose Notes were purchased only in part shall be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry); provided, however, that each such new Note will be
in a principal amount equal to an integral multiple of $1,000 but not less than
$2,000.

     

    (g)           On
the Net Proceeds Payment Date, the Issuer shall, to the extent
lawful:  (1) accept for payment all Notes or portions thereof
properly tendered pursuant to the Net Proceeds Offer, subject to pro ration if
the aggregate Notes tendered exceed the Payment Amount allocable to the Notes;
(2) deposit with the Paying Agent funds in Dollars equal to the lesser of the
Payment Amount allocable to the Notes and the amount sufficient to pay the
Offered Price in respect of all Notes or portions thereof so tendered; and (3)
deliver or cause to be delivered to the Trustee the Notes so accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes or
portions thereof being repurchased by the Issuer.  The Issuer shall
publicly announce the results of the Net Proceeds Offer on or as soon as
practicable after the Net Proceeds Payment Date.

     

    (h)           The
Paying Agent shall promptly mail to each Holder of Notes so tendered the Offered
Price for such Notes, and the Trustee shall promptly authenticate pursuant to an
Authentication Order and mail (or cause to be transferred by book-entry) to each
Holder a new Note equal in principal amount to any unrepurchased portion of the
Notes surrendered, if any; provided, however, that each such new
Note shall be in principal amount equal to an integral multiple of $1,000 but
not less than $2,000.  However, if the Net Proceeds Payment Date is on
or after an interest Record Date and on or before the related interest payment
date, any accrued and unpaid interest shall be paid to the Person in whose name
a Note is registered at the close of business on such Record Date, and no
additional interest shall be payable to Holders who tender Notes pursuant to the
Net Proceeds Offer.

     

    (i)           The
Issuer shall comply with applicable tender offer rules, including the
requirements of Rule 14e-1 under the Exchange Act and any other applicable
laws and regulations in connection with the purchase of Notes pursuant to a Net
Proceeds Offer.  To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 4.10, the
Issuer shall comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under this Section 4.10 by virtue
of this compliance.

     

    
      	
              SECTION
      4.11

            	
              Limitations on
      Transactions with
Affiliates.

            


    

     

    (a)           The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, in one transaction or a series of related transactions, sell, lease,
transfer or otherwise dispose of any of its assets to, or purchase any assets
from, or enter into any contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”),
unless:


    
      
         


      

      
        -60-

        
          

        

      

      
         


      

    


    (1)           such
Affiliate Transaction is on terms that are no less favorable to the Issuer or
the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction at such time on an arm’s-length basis by the Issuer or
that Restricted Subsidiary from a Person that is not an Affiliate of the Issuer
or that Restricted Subsidiary; and

     

    (2)           the
Issuer delivers to the Trustee:

     

    (i)    
       with respect to any Affiliate
Transaction involving aggregate value expended by the Issuer or any Restricted
Subsidiary in a consecutive twelve-month period in excess of $15.0 million, an
Officers’ Certificate certifying that such Affiliate Transaction complies with
clause (1) above and a Secretary’s Certificate which sets forth and
authenticates a resolution that has been adopted by a majority of the
Independent Directors approving such Affiliate Transaction; and

     

    (ii)           with
respect to any Affiliate Transaction involving aggregate value expended by the
Issuer or any Restricted Subsidiary in a consecutive twelve-month period of
$50.0 million or more, the certificates described in the preceding clause (i)
and a written opinion as to the fairness of such Affiliate Transaction to the
Issuer or such Restricted Subsidiary from a financial point of view issued by an
Independent Financial Advisor.

     

    (b)           The
foregoing restrictions shall not apply to:

     

    (1)           transactions
exclusively between or among (i) the Issuer and one or more Restricted
Subsidiaries or (ii) Restricted Subsidiaries, provided, in each case, that no
Affiliate of the Issuer (other than another Restricted Subsidiary) owns Equity
Interests of any such Restricted Subsidiary;

     

    (2)           director,
officer and employee compensation (including bonuses) and other benefits
(including retirement, health, stock option and other benefit plans) and
indemnification and insurance arrangements;

     

    (3)           the
entering into of any tax sharing agreement, or the making of payments pursuant
to any such agreement, between the Issuer or one or more Subsidiaries, on the
one hand, and any other Person with which the Issuer or such Subsidiaries are
required or permitted to file a consolidated tax return or with which the Issuer
or such Subsidiaries are part of a consolidated group for tax purposes, on the
other hand, which payments by the Issuer and the Subsidiaries are not materially
in excess of the tax liabilities that would have been payable by them on a
stand-alone basis;

     

    (4)           any
Permitted Investments;

     

    (5)           Restricted
Payments which are made in accordance with Section 4.08 (including payments and
transactions that would constitute Restricted Payments but for the exclusions in
clauses (1) and (2) of the definition thereof);

     

    (6)           any
transaction with an Affiliate where the only consideration paid by the Issuer or
any Restricted Subsidiary is Qualified Equity Interests (and any payments of
cash in lieu of delivering fractional shares in connection
therewith);


    
      
         


      

      
        -61-

        
          

        

      

      
         


      

    


    (7)           the
sale to an Affiliate of the Issuer of Equity Interests of the Issuer that do not
constitute Disqualified Equity Interests, and the sale to an Affiliate of the
Issuer of Indebtedness (including Disqualified Equity Interests) of the Issuer
in connection with an offering of such Indebtedness in a market transaction and
on terms substantially identical to those of other purchasers in such market
transaction who are not Affiliates;

     

    (8)           any
transaction with a joint venture in which the Issuer or a Restricted Subsidiary
is a joint venturer and no other Affiliate is a joint venturer, or with any
Subsidiary thereof or other joint venturer therein, pursuant to the joint
venture agreement or related agreements for such joint venture, including any
transfers of any equity or ownership interests in any such joint venture to any
other joint venturer therein pursuant to the performance or exercise of any
rights or obligations to make such transfer under the terms of the agreements
governing such joint venture; or

     

    (9)           without
limiting clause (8) immediately above, (i) any transaction with a P&G JV
Company or any Subsidiary or member thereof pursuant to the P&G JV
Agreements or (ii) any other transactions with a P&G JV Company or any
Subsidiary or member thereof for the manufacturing, packaging, supply or
distribution of products or materials, or the provision of other administrative
or operational services (whether on a transitional or ongoing basis), solely
with respect to the consumer diagnostic business, so long as, with respect to
this clause (ii), the charges for manufacturing such products are on a
“cost-plus” basis.

     

    The
foregoing restrictions in Section 4.11(a)(2) shall not apply to ordinary course
transactions between the Issuer or any Restricted Subsidiary and an Unrestricted
Subsidiary.

     

    
      	
              SECTION
      4.12

            	
              Limitations on
      Dividend and Other Restrictions Affecting Restricted
      Subsidiaries.

            


    

     

    The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, create or otherwise cause or permit to exist or become effective any
consensual encumbrance or consensual restriction on the ability of any
Restricted Subsidiary to:

     

    (a)           pay
dividends or make any other distributions on or in respect of its Equity
Interests;

     

    (b)           make
loans or advances, or pay any Indebtedness or other obligation owed, to the
Issuer or any other Restricted Subsidiary; or

     

    (c)           transfer
any of its assets to the Issuer or any other Restricted Subsidiary;

     

    except
for:

     

    (1)           encumbrances
or restrictions existing under or by reason of applicable law;

     

    (2)           encumbrances
or restrictions existing under this Indenture (including the Guarantees), the
Notes and the Exchange Notes (including any Guarantees (or other guarantees)
thereof and any indenture under which the Exchange Notes are
issued);

     

    (3)           non-assignment
provisions or other restrictions on transfer contained in any lease, license or
other contract;


    
      
         


      

      
        -62-

        
          

        

      

      
         


      

    


    (4)           encumbrances
or restrictions existing under agreements existing on the Issue Date (including
any Credit Facility or Credit Agreement, and including the Senior Notes
Indenture and the 2009 Senior Subordinated Notes Indenture) (with similar
restrictions under any such agreement applicable to future Restricted
Subsidiaries being permitted hereunder);

     

    (5)           encumbrances
or restrictions under any Credit Facility (including any Credit Agreement)
(including with regard to future Restricted Subsidiaries);

     

    (6)           restrictions
on the transfer of assets subject to any Lien imposed by the holder of such
Lien;

     

    (7)           restrictions
on the transfer of assets imposed under any agreement to sell such assets to any
Person pending the closing of such sale;

     

    (8)           encumbrances
or restrictions under any instrument governing Acquired Indebtedness that are
not applicable to any Person, or the properties or assets of any Person, other
than the Person or the properties or assets of the Person so
acquired;

     

    (9)           encumbrances
or restrictions under any other agreement entered into after the Issue Date that
are, in the good faith judgment of the Issuer, not materially more restrictive,
taken as a whole, with respect to any Restricted Subsidiary than those in effect
on the Issue Date with respect to that Restricted Subsidiary (or any future
Restricted Subsidiary) pursuant to agreements in effect on the Issue Date
(including this Indenture, the Senior Notes Indenture, the 2009 Senior
Subordinated Notes Indenture and the Credit Agreements);

     

    (10)         restrictions
under customary provisions in partnership agreements, limited liability company
organizational or governance documents, joint venture agreements, corporate
charters, stockholders’ agreements, and other similar agreements and documents
on the transfer of ownership interests in such partnership, limited liability
company, joint venture or similar Person;

     

    (11)         encumbrances
or restrictions imposed under Purchase Money Indebtedness on the assets acquired
that are of the nature described in clause (c) above, provided such Purchase
Money Indebtedness is incurred in compliance with Section 4.07;

     

    (12)         restrictions
of the nature described in clause (c) above contained in any security agreement
or mortgage securing Indebtedness or other obligations of the Issuer or any
Restricted Subsidiary to the extent such restrictions restrict the transfer of
the property subject to such security agreement or mortgage; and

     

    (13)         any
encumbrances or restrictions imposed by any amendments or refinancings of the
contracts, instruments or obligations referred to in clauses (1) through (12)
above; provided, however, that such encumbrances or restrictions are, in the
good faith judgment of the Issuer, no more materially restrictive, taken as a
whole, than those in effect prior to such amendment or
refinancing.


    
      
         


      

      
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              SECTION
      4.13

            	
              Additional
      Guarantees.

            


    

     

    (a)           If,
after the Issue Date, (i) the Issuer or any Restricted Subsidiary acquires
or creates a Domestic Subsidiary that guarantees any Indebtedness or other
Obligation under any Credit Agreement (other than a Subsidiary that has been
designated an Unrestricted Subsidiary), (ii) any Unrestricted Subsidiary
that is a Domestic Subsidiary that guarantees any Indebtedness or other
Obligation under any Credit Agreement is redesignated a Restricted Subsidiary,
or (iii) if the proviso in the definition of “Domestic Subsidiary” shall cease
to apply with respect to Alere Medical Investments, LLC (formerly, Inverness
Medical Investments, LLC), BBI Research, Inc. or Seravac USA Inc. such that any
such Subsidiary shall become a Domestic Subsidiary (and provided that such Domestic
Subsidiary is a Restricted Subsidiary and guarantees any Indebtedness or other
Obligations under any Credit Agreement), then, in each such case, the Issuer
shall cause such Restricted Subsidiary to execute and deliver to the Trustee a
supplemental indenture in the form of Exhibit E attached to
this Indenture, pursuant to which such Restricted Subsidiary shall
unconditionally and irrevocably guarantee all of the Issuer’s obligations under
the Notes and this Indenture.  Thereafter, such Restricted Subsidiary
shall be a Guarantor for all purposes of this Indenture.

     

    (b)           Notwithstanding
Section 4.13(a), a Subsidiary Guarantor will be automatically and
unconditionally released and discharged from its obligations under its Guarantee
and this Indenture and the Registration Rights Agreement under the circumstances
set forth in Section 11.04.

     

    
      	
              SECTION
      4.14

            	
              Limitation on Layering
      Indebtedness.

            


    

     

    (a)           The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, incur any Indebtedness that by its terms (or by the terms of any
agreement governing such Indebtedness) is or purports to be senior in right of
payment to the Notes or the Guarantee, if any, of such  Restricted
Subsidiary and subordinated in right of payment to any other Indebtedness of the
Issuer or of such Restricted Subsidiary, as the case may be.

     

    (b)           For
purposes of Section 4.14(a), no Indebtedness will be deemed to be subordinated
in right of payment to any other Indebtedness of the Issuer or any Restricted
Subsidiary solely by virtue of being unsecured or by virtue of the fact that the
holders of such Indebtedness have entered into intercreditor agreements or other
arrangements giving one or more of such holders priority over the other holders
in the collateral held by them or by virtue of structural
subordination.

     

    (c)           Without
limiting Section 4.14(b), for purposes of Section 4.14(a), the Indebtedness
under the Second Lien Credit Agreement shall not be deemed to be subordinated in
right of payment to the Indebtedness under the First Lien Credit Agreement, in
each case as outstanding on August 11, 2009.

     

    
      	
              SECTION
      4.15

            	
              SEC
      Reports.

            


    

     

    (a)           Whether
or not required by the SEC’s rules and regulations, so long as any Notes are
outstanding, the Issuer will furnish to the Holders, cause the Trustee to
furnish to the Holders, or file electronically with the SEC through the SEC’s
Electronic Data Gathering, Analysis and Retrieval System (or any successor
system, including the Interactive Data Electronic Applications System), within
the time periods (including any extensions thereof) applicable to (or that would
be applicable to) the Issuer under the SEC’s rules and regulations:

     

    (1)           all
quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q or 10-K (or any successor
forms), as the case may be, if the Issuer were required to file these Forms,
including a “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and, with respect to the annual information only, a
report on the annual financial statements by the Issuer’s independent
accountants; and


    
      
         


      

      
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    (2)           all
current reports that would be required to be filed with the SEC on Form 8-K (or
any successor form) if the Issuer were required to file these
reports.

     

    (b)           In
addition, whether or not required by the SEC’s rules and regulations, the Issuer
will file a copy of all of the information and reports referred to in clauses
(a)(1) and (a)(2) of this Section 4.15 with the SEC for public availability
within the time periods applicable to the Issuer under Section 13(a) or 15(d) of
the Exchange Act (unless the SEC will not accept the filing, in which case the
Issuer shall make the information available to securities analysts and
prospective investors upon request).  For so long as any Notes remain
outstanding, the Issuer will furnish to the Holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuer also
shall comply with the other provisions of Trust Indenture Act §
314(a).

     

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

     

    
      	
              SECTION
      4.16

            	
              Limitations on
      Designation of Unrestricted
Subsidiaries.

            


    

     

    (a)           The
Issuer may designate any Subsidiary of the Issuer (including any newly acquired
or newly formed Subsidiary) as an “Unrestricted Subsidiary” under this Indenture
(a “Designation”) only
if:

     

    (1)           no
Default shall have occurred and be continuing at the time of or after giving
effect to such Designation; and

     

    (2)           the
Issuer would be permitted to make, at the time of such Designation, (i) a
Permitted Investment or (ii) an Investment pursuant to Section 4.08(a), in
either case, in an amount (the “Designation Amount”) equal to the Fair Market
Value of the Issuer’s proportionate interest in such Subsidiary on such date,
less, for this purpose, the amount of any intercompany loan from the Issuer or
any Restricted Subsidiary to such Subsidiary that was treated as a Restricted
Payment.

     

    (b)           No
Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such
Subsidiary:

     

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

     

    (2)           is
not party to any agreement, contract, arrangement or understanding with the
Issuer or any Restricted Subsidiary unless the terms of the agreement, contract,
arrangement or understanding are no less favorable to the Issuer or the
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates;

     

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


    
      
         


      

      
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    (4)           has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Issuer or any Restricted Subsidiary in excess of $25.0
million in the aggregate, except for any guarantee given solely to support the
pledge by the Issuer or any Restricted Subsidiary of the Equity Interests of
such Unrestricted Subsidiary, which guarantee is not recourse to the Issuer or
any Restricted Subsidiary, and except to the extent the amount thereof
constitutes a Restricted Payment permitted pursuant to Section
4.08.

     

    (c)           If,
at any time, any Unrestricted Subsidiary fails to meet the requirements of
Section 4.16(a) and (b) as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture, and any
Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall
be deemed to be incurred by a Restricted Subsidiary as of the date of such
cessation, and, if the Indebtedness is not permitted to be incurred under
Section 4.07 or the Lien is not permitted under Section 4.09, the Issuer shall
be in default of the applicable covenant.

     

    (d)           The
Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a
“Redesignation”) only
if:

     

    (1)           no
Default shall have occurred and be continuing at the time of and after giving
effect to such Redesignation; and

     

    (2)           all
Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding
immediately following such Redesignation would, if incurred or made at such
time, have been permitted to be incurred or made for all purposes of this
Indenture.

     

    (e)           All
Designations and Redesignations must be evidenced by (1) resolutions of the
Board of Directors of the Issuer and (2) an Officers’ Certificate certifying
compliance with the foregoing provisions, in each case delivered to the
Trustee.

     

    
      	
              SECTION
      4.17

            	
              Conduct of
      Business.

            


    

     

    The
Issuer will not, and will not permit any Restricted Subsidiary to, engage in any
business other than the Permitted Business.

     

    
      	
              SECTION
      4.18

            	
              Limitations on Sale
      and Leaseback Transactions.

            


    

     

    The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into any Sale and Leaseback Transaction; provided, however, that the Issuer or
any Restricted Subsidiary may enter into a Sale and Leaseback Transaction
if:

     

    (a)           the
Issuer or such Restricted Subsidiary could have (1) incurred the Indebtedness
attributable to such Sale and Leaseback Transaction pursuant to Section 4.07 and
(2) incurred a Lien to secure such Indebtedness without equally and ratably
securing the Notes pursuant to Section 4.09;

     

    (b)           the
gross cash proceeds of such Sale and Leaseback Transaction are at least equal to
the Fair Market Value of the asset that is the subject of such Sale and
Leaseback Transaction; and


    
      
         


      

      
        -66-

        
          

        

      

      
         


      

    


    (c)           the
transfer of assets in such Sale and Leaseback Transaction is permitted by, and
the Issuer or the applicable Restricted Subsidiary applies the proceeds of such
transaction in accordance with, Section 4.10.

     

    
      	
              SECTION
      4.19

            	
              Limitations on the
      Issuance or Sale of Equity Interests of Restricted
      Subsidiaries.

            


    

     

    The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, sell or issue any shares of Equity Interests of any Restricted
Subsidiary except (1) by any Wholly-Owned Restricted Subsidiary to the Issuer or
any Restricted Subsidiary, (2) to the Issuer, a Restricted Subsidiary or the
minority stockholders of any Restricted Subsidiary, on a pro rata basis, at Fair
Market Value, or (3) to the extent such shares represent directors’ qualifying
shares or shares required by applicable law to be held by a Person other than
the Issuer or a Wholly-Owned Restricted Subsidiary. The sale of all the Equity
Interests of any Restricted Subsidiary is permitted by this Section 4.19 but is
subject to Section 4.10.

     

    
      	
              SECTION
      4.20

            	
              Suspension of
      Covenants.

            


    

     

    (a)           During
any period of time following the issuance of the Initial Notes that (i) the
Notes have a rating equal to or higher than Baa3 (or the equivalent) by Moody’s
and BBB- (or the equivalent) by S&P, or, if either or both shall not make a
rating on the Notes publicly available, from a nationally recognized statistical
rating agency or agencies, as the case may be, selected by the Issuer that shall
be substituted for Moody’s or S&P or both, as the case may be (Moody’s,
S&P or such other agency or agencies, as the case may be, the “Rating Agencies”), an
equivalent rating by such other agency or agencies, as the case may be (any such
rating, an “Investment Grade
Rating”), and (ii) no Default has occurred and is continuing under
this Indenture (the occurrence of the events described in the foregoing clauses
(i) and (ii) being collectively referred to as a “Covenant Suspension Event”),
the Issuer and the Restricted Subsidiaries shall not be subject to the following
provisions of this Indenture:

     

    (1)           Section 4.07;

     

    (2)           Section 4.08;

     

    (3)           Section 4.10;

     

    (4)           Section 4.11;

     

    (5)           Section 4.12;

     

    (6)           Section 4.18;
and

     

    (7)           Section
5.01(a)(iii)

     

    (collectively,
the “Suspended
Covenants”).  Upon the occurrence of a Covenant Suspension
Event, the amount of Net Available Proceeds with respect to any applicable Asset
Sale shall be set at zero at such date (the “Suspension
Date”).  In the event that the Issuer and the Restricted
Subsidiaries are not subject to the Suspended Covenants for any period of time
as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both
of the Rating Agencies withdraws its Investment Grade Rating or downgrades the
rating assigned to the Notes below an Investment Grade Rating or a Default
occurs and is continuing, then the Issuer and the Restricted Subsidiaries shall
thereafter again be subject to the Suspended Covenants, but only with respect to
events after the Reversion Date.  The period of time between the
Suspension Date and the Reversion Date is referred to as the “Suspension
Period.”  Notwithstanding that the Suspended Covenants may be
reinstated, no Default will be deemed to have occurred as a result of a failure
to comply with the Suspended Covenants during the Suspension
Period.


    
      
         


      

      
        -67-

        
          

        

      

      
         


      

    


    (b)           On
the Reversion Date, all Indebtedness incurred during the Suspension Period will
be subject to Section 4.07.  To the extent such Indebtedness would not
be so permitted to be incurred pursuant to Section 4.07, such Indebtedness will
be deemed to have been outstanding on the Issue Date, so that it is classified
as permitted under Section 4.07(b)(3).

     

    (c)           Calculations
made after the Reversion Date of the amount available to be made as Restricted
Payments under Section 4.08 will be made as though Section 4.08 had been in
effect from the Issue Date and throughout the Suspension
Period.  Accordingly, Restricted Payments made during the Suspension
Period will be deemed to have been permitted but will reduce the amount
available to be made as Restricted Payments under Section 4.08(a).

     

    (d)           The
Issuer shall give the Trustee notice of any Covenant Suspension Event and in any
event not later than five (5) Business Days after such Covenant Suspension
Event.  In the absence of such notice, the Trustee shall assume the
Suspended Covenants apply and are in full force and effect.  The
Issuer shall give the Trustee notice of any occurrence of a Reversion Date not
later than five (5) Business Days after such Reversion Date.  After
any such notice of the occurrence of a Reversion Date, the Trustee shall assume
the Suspended Covenants apply and are in full force and effect.

     

    (e)           During
a Suspension Period, the Issuer may not designate a Subsidiary as an
Unrestricted Subsidiary under Section 4.16.

     

    (f)           Notwithstanding
the foregoing, neither (1) the continued existence, after the Reversion Date, of
facts and circumstances or obligations that occurred, were incurred or otherwise
came into existence during a Suspension Period nor (2) the performance of any
such obligations, shall constitute a breach of any Suspended Covenant set forth
in this Indenture or cause a Default hereunder, provided that (i) the Issuer
and the Restricted Subsidiaries did not incur or otherwise cause such facts and
circumstances or obligations to exist in anticipation of a withdrawal or
downgrade by the applicable Rating Agency below an Investment Grade Rating and
(ii) the Issuer reasonably believed that such incurrence or actions would not
result in such withdrawal or downgrade.

     

    ARTICLE
FIVE

     

    SUCCESSOR
CORPORATION

     

    
      	
              SECTION
      5.01

            	
              Mergers,
      Consolidations, Etc.

            


    

     

    (a)           The
Issuer will not, directly or indirectly, in a single transaction or a series of
related transactions, (1) consolidate or merge with or into any other Person
(other than a merger with a Wholly-Owned Restricted Subsidiary solely for the
purpose of changing the Issuer’s name or jurisdiction of incorporation to
another State of the United States), or sell, lease, transfer, convey or
otherwise dispose of or assign all or substantially all of the assets of the
Issuer or the Issuer and the Restricted Subsidiaries (taken as a whole) to any
other Person or (2) effect a Plan of Liquidation unless, in either
case:

     

    (i)     
      either:

     

    (x)           the
Issuer will be the surviving or continuing Person; or


    
      
         


      

      
        -68-

        
          

        

      

      
         


      

    


    (y)           the
Person formed by or surviving such consolidation or merger (if not the Issuer)
or to which such sale, lease, conveyance or other disposition shall be made (or,
in the case of a Plan of Liquidation, any Person to which assets are
transferred) (collectively, the “Successor”) is a corporation
organized and existing under the laws of any State of the United States of
America or the District of Columbia, and the Successor expressly assumes, by a
supplemental indenture hereto in form and substance satisfactory to the Trustee,
all of the obligations of the Issuer under the Notes, this Indenture and the
Registration Rights Agreement;

     

    (ii)           immediately
after giving effect to such transaction and the assumption of the obligations as
set forth in clause (a)(i)(y) above, if applicable, and the incurrence of any
Indebtedness to be incurred in connection therewith, no Default shall have
occurred and be continuing; and

     

    (iii)          except
in the case of the consolidation or merger of any Restricted Subsidiary with or
into the Issuer, immediately after giving effect to such transaction and the
assumption of the obligations set forth in clause (a)(i)(y) above, if
applicable, and the incurrence of any Indebtedness to be incurred in connection
therewith, and the use of any net proceeds therefrom on a pro forma basis, (x) the
Consolidated Net Worth of the Issuer or the Successor, as the case may be, would
be at least equal to the Consolidated Net Worth of the Issuer immediately prior
to such transaction and (y) either (A) the Issuer or the Successor, as
the case may be, could incur $1.00 of additional Indebtedness pursuant to the
Coverage Ratio Exception or (B) the Consolidated Interest Coverage Ratio of
the Issuer or the Successor, as the case may be, determined on a pro forma basis for such
transaction, would not be lower than the Consolidated Interest Coverage Ratio of
the Issuer immediately prior to such transaction.

     

    For
purposes of this Section 5.01, any Indebtedness of the Successor which was not
Indebtedness of the Issuer immediately prior to the transaction shall be deemed
to have been incurred in connection with such transaction.

     

    (b)           Except
as provided under Article Eleven, no Guarantor may consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another
Person (other than the Issuer or another Guarantor), whether or not affiliated
with such Guarantor, unless:

     

    (i)
   
       either:

     

    (x)           such
Guarantor will be the surviving or continuing Person; or

     

    (y)           the
Person formed by or surviving any such consolidation or merger assumes, by
supplemental indenture in the form of Exhibit E attached to
this Indenture, all of the obligations of such Guarantor under the Guarantee of
such Guarantor, this Indenture and the Registration Rights Agreement;
and

     

    (ii)           immediately
after giving effect to such transaction, no Default shall have occurred and be
continuing.

     

    (c)           For
purposes of this Section 5.01, the sale, lease, transfer, conveyance or other
disposition or assignment of all or substantially all of the assets of one or
more Restricted Subsidiaries, the Equity Interests of which constitute all or
substantially all of the assets of the Issuer, will be deemed to be the transfer
of all or substantially all of the assets of the Issuer.


    
      
         


      

      
        -69-

        
          

        

      

      
         


      

    


    (d)           Except
as provided under Article Eleven, upon any consolidation, combination or merger
of the Issuer or a Guarantor, or any sale, lease, transfer, conveyance or other
disposition or assignment of all or substantially all of the assets of the
Issuer in accordance with the foregoing, in which the Issuer or such Guarantor
is not the continuing obligor or continuing guarantor, as the case may be, under
the Notes or its Guarantee, the surviving entity formed by such consolidation or
into which the Issuer or such Guarantor is merged or the entity to which the
sale, lease, transfer, conveyance or other disposition or assignment is made
will succeed to, and be substituted for, and may exercise every right and power
of, the Issuer or such Guarantor under this Indenture, the Notes and the
Guarantee with the same effect as if such surviving entity had been named
therein as the Issuer or such Guarantor, and, except in the case of a lease, the
Issuer or such Guarantor, as the case may be, will be released from the
obligation to pay the principal of and interest on the Notes or in respect of
its Guarantee, as the case may be, and all of the Issuer’s or such Guarantor’s
other obligations and covenants under the Notes, this Indenture, the
Registration Rights Agreement and its Guarantee, if applicable.

     

    (e)           Notwithstanding
the foregoing in this Section 5.01, any Restricted Subsidiary may merge into the
Issuer or another Restricted Subsidiary.

     

    ARTICLE
SIX

     

    DEFAULT
AND REMEDIES

     

    
      	
              SECTION
      6.01

            	
              Events of
      Default.

            


    

     

    Each of
the following is an “Event of
Default”:

     

    (1)           failure
by the Issuer to pay interest on any of the Notes when it becomes due and
payable and the continuance of any such failure for thirty (30) consecutive days
(whether or not such payment is prohibited by the subordination provisions of
this Indenture);

     

    (2)           failure
by the Issuer to pay the principal on any of the Notes when it becomes due and
payable, whether at Stated Maturity, upon redemption, upon purchase, upon
acceleration or otherwise (including the failure to make a payment to purchase
Notes tendered pursuant to a Change of Control Offer or Net Proceeds Offer on
the date specified for such payment in the applicable offer to purchase, if
required) (whether or not such payment is prohibited by the subordination
provisions of this Indenture);

     

    (3)           failure
by the Issuer to comply with any other agreement or covenant in this Indenture
and the continuance of any such failure for sixty (60) consecutive days after
notice of such failure has been given to the Issuer by the Trustee or by the
Holders of at least twenty-five percent (25%) of the aggregate principal amount
of the Notes then outstanding (except in the case of a default under Section
5.01, which shall constitute an Event of Default with such notice requirement
but without such passage of time requirement);

     

    (4)           default
under any mortgage, indenture or other instrument or agreement under which there
may be issued or by which there may be secured or evidenced Indebtedness of the
Issuer or any Restricted Subsidiary, whether such Indebtedness existed on the
Issue Date or was incurred after the Issue Date, which default:

     

    (i)    
       is caused by a failure to pay at final
maturity (giving effect to any applicable grace periods and any extensions
thereof) principal on such Indebtedness, or


    
      
         


      

      
        -70-

        
          

        

      

      
         


      

    


    (ii)           results
in the acceleration of such Indebtedness prior to its express final
maturity,

     

    and, in
each case, the principal amount of such Indebtedness, together with any other
Indebtedness with respect to which an event described in clause (i) or (ii) has
occurred and is continuing, aggregates $50.0 million or more;

     

    (5)           entry
by a court or courts of competent jurisdiction against the Issuer or any
Restricted Subsidiary of one or more final judgments or orders for the payment
of money that exceed $50.0 million in the aggregate (net of amounts covered by
insurance or bonded) and such judgments or orders have not been satisfied,
stayed, annulled or rescinded within sixty (60) days of entry (or such longer
period as may be permitted for timely appeal under applicable law);

     

    (6)           the
Issuer or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:

     

    (i)    
       commences a voluntary
case,

     

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

     

    (iii)          consents
to the appointment of a Custodian of it or for all or substantially all of its
assets, or

     

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

     

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

     

    (i)          
 is for relief against the Issuer or any Significant Subsidiary as debtor
in an involuntary case,

     

    (ii)           appoints
a Custodian of the Issuer or any Significant Subsidiary or a Custodian for all
or substantially all of the assets of the Issuer or any Significant Subsidiary,
or

     

    (iii)          orders
the liquidation of the Issuer or any Significant Subsidiary,

     

    and the
order or decree remains unstayed and in effect for sixty (60) days;
or

     

    (8)           (i)
the Guarantee of any Significant Subsidiary (A) ceases to be in full force and
effect (other than in accordance with the terms of this Indenture (including
such Guarantee)) or (B) is declared null and void and unenforceable or found to
be invalid, and such circumstance or event remains uncured for a period of
thirty (30) days, or (ii) any Guarantor denies its liability under its
Guarantee (other than by reason of release of a Guarantor from its Guarantee in
accordance with the terms of this Indenture (including such
Guarantee)).


    
      
         


      

      
        -71-

        
          

        

      

      
         


      

    


    
      	
              SECTION
      6.02

            	
              Acceleration.

            


    

     

    (a)           If
an Event of Default specified in Section 6.01(6) or Section 6.01(7) with respect
to the Issuer occurs, all outstanding Notes shall become immediately due and
payable without any further action or notice.  If an Event of Default
(other than an Event of Default specified in Section 6.01(6) or Section
6.01(7) with respect to the Issuer) shall have occurred and be continuing under
this Indenture, the Trustee, by written notice to the Issuer, or the Holders of
at least twenty-five percent (25%) in aggregate principal amount of the Notes
then outstanding by written notice to the Issuer and the Trustee, may declare
all amounts owing under the Notes to be due and payable, which notice shall
specify each applicable Event of Default and that it is a “notice of
acceleration” (an “Acceleration
Notice”).  Upon proper delivery of an Acceleration Notice, the
aggregate principal of and accrued and unpaid interest on the outstanding Notes
shall become due and payable (a) if there is any Designated Senior Debt
outstanding at such time, with respect to any acceleration arising out of any
Event of Default other than a payment default under Section 6.01(1) or Section
6.01(2), upon the earlier of (x) the date which is five (5) Business Days
after receipt by the Representatives of such Acceleration Notice or (y) the
date of acceleration of any Designated Senior Debt and (b) if otherwise,
immediately, but, in any case, only if one or more of the Events of Default
specified in such Acceleration Notice are then continuing; provided, however, that after such
declaration of acceleration, but before a judgment or decree based on
acceleration, the Holders of at least a majority in aggregate principal amount
of the then outstanding Notes may, on behalf of all of the Holders, rescind and
annul such declaration of acceleration and its consequences:

     

    (1)           if
the rescission would not conflict with any judgment or decree;

     

    (2)           if
all existing Events of Default have been cured or waived (except nonpayment of
principal and interest that has become due solely because of such declaration of
acceleration);

     

    (3)           to
the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due (otherwise
than by such declaration of acceleration), has been paid;

     

    (4)           if
the Issuer has paid to the Trustee its reasonable compensation and reimbursed
the Trustee of its expenses, disbursements and advances; and

     

    (5)           in
the event of a cure or waiver of an Event of Default of the type set forth in
Section 6.01(6) or Section 6.01(7), the Trustee shall have received an Officers’
Certificate and an Opinion of Counsel that such Event of Default has been cured
or waived.

     

    No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

     

    (b)           The
Issuer shall provide prompt notice to the holders of Senior Debt and Guarantor
Senior Debt of any acceleration pursuant to Section 6.02(a).

     

    
      	
              SECTION
      6.03

            	
              Other
      Remedies.

            


    

     

    If a
Default occurs and is continuing, the Trustee may pursue any available remedy by
proceeding at law or in equity to collect the payment of principal of, or
interest on, the Notes or to enforce the performance of any provision of the
Notes or this Indenture.


    
      
         


      

      
        -72-

        
          

        

      

      
         


      

    


    The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon a Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Default.  No remedy is exclusive of any other
remedy.  All remedies are cumulative to the extent permitted by
law.

     

    
      	
              SECTION
      6.04

            	
              Waiver of Past
      Defaults.

            


    

     

    Subject
to Section 2.09, Section 6.07 and Section 9.02, the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes, by notice
to the Trustee, may, on behalf of all of the Holders of such Notes, waive (which
may include waivers obtained in connection with a tender offer or exchange offer
for Notes) an existing Default and its consequences, except a Default in the
payment of principal or interest on such Notes as specified in Section 6.01(1)
or Section 6.01(2).  When a Default is waived, it is cured and
ceases.

     

    
      	
              SECTION
      6.05

            	
              Control by
      Majority.

            


    

     

    (a)           The
Holders of at least a majority in principal amount of the then outstanding Notes
shall have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it.  Subject to Section 7.01, however, the
Trustee may refuse to follow any direction that conflicts with any law or this
Indenture, that the Trustee determines may be unduly prejudicial to the rights
of another Holder, or that may involve the Trustee in personal liability; provided, however, that the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

     

    (b)           In
the event the Trustee takes any action or follows any direction pursuant to this
Indenture, the Trustee shall be entitled to indemnification against any loss or
expense caused by taking such action or following such direction.

     

    
      	
              SECTION
      6.06

            	
              Limitation on
      Suits.

            


    

     

    (a)           Subject
to Section 6.07, no Holder will have any right to institute any proceeding with
respect to this Indenture or the Notes or for any remedy thereunder, unless the
Trustee:

     

    (1)           has
failed to act for a period of sixty (60) consecutive days after receiving notice
of a continuing Event of Default from such Holder and a request to act by
Holders of at least twenty-five percent (25%) in aggregate principal amount of
the then outstanding Notes;

     

    (2)           has
been offered indemnity satisfactory to it in its reasonable judgment;
and

     

    (3)           has
not received from the Holders of a majority in aggregate principal amount of the
then outstanding Notes a direction inconsistent with such request.

     

    (b)           A
Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder (it being understood that
the Trustee does not have an affirmative duty to ascertain whether or not such
actions or forbearances are unduly prejudicial to such
Holders).


    
      
         


      

      
        -73-

        
          

        

      

      
         


      

    


    
      	
              SECTION
      6.07

            	
              Rights of Holders to
      Receive Payment.

            


    

     

    Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of, and interest on, a Note, on or after the respective due
dates expressed in such Note (including, if applicable, in connection with an
offer to purchase or redeem), or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

     

    
      	
              SECTION
      6.08

            	
              Collection Suit by
      Trustee.

            


    

     

    If a
Default in payment of principal or interest specified in Section 6.01(1) or
Section 6.01(2) occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Issuer or any other
obligor on the Notes for the whole amount of principal and accrued interest and
fees remaining unpaid, together with interest on overdue principal and, to the
extent that payment of such interest is lawful, interest on overdue installments
of interest, in each case at the rate per annum borne by the Notes
and such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.

     

    
      	
              SECTION
      6.09

            	
              Trustee May File
      Proofs of Claim.

            


    

     

    The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relating to the Issuer, their creditors or their property and shall be entitled
and empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same, and any Custodian 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 to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agent and counsel, and any other amounts due the
Trustee under this Indenture.  Nothing herein contained 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 Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.  The Trustee shall be entitled to participate as a member
of any official committee of creditors in the matters as it deems necessary or
advisable.

     

    
      	
              SECTION
      6.10

            	
              Priorities.

            


    

     

    If the
Trustee collects any money or property pursuant to this Article Six, it shall
pay out the money or property in the following order:

     

    First:  to
the Trustee for amounts due under Section 7.07;

     

    Second:  to
Holders for interest accrued on the Notes, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
interest;

     

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


    
      
         


      

      
        -74-

        
          

        

      

      
         


      

    


    Fourth:  to
the Issuer or, if applicable, the Guarantors, as their respective interests may
appear, or to such other Person or Persons as a court of competent jurisdiction
shall direct.

     

    The
Trustee, upon prior notice to the Issuer, may fix a record date and payment date
for any payment to Holders pursuant to this Section 6.10.

     

    
      	
              SECTION
      6.11

            	
              Undertaking for
      Costs.

            


    

     

    In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as the Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant.  This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than ten
percent (10%) in aggregate principal amount of the then outstanding
Notes.

     

    ARTICLE
SEVEN

     

    TRUSTEE

     

    
      	
              SECTION
      7.01

            	
              Duties of
      Trustee.

            


    

     

    (a)           If
a Default has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture and use the same degree of care
and skill in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of his or her own affairs.

     

    (b)           Except
during the continuance of a Default:

     

    (1)           The
Trustee need perform only those duties as are specifically set forth herein or
in the Trust Indenture Act and no duties, covenants, responsibilities or
obligations shall be implied in this Indenture against the Trustee;
and

     

    (2)           In
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates (including Officers’ Certificates) or opinions
(including Opinions of Counsel) furnished to the Trustee and conforming to the
requirements of this Indenture.  However, in the case of any such
certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of this
Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).

     

    (c)           Notwithstanding
anything to the contrary in this Indenture, the Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that:

     

    (1)           This
paragraph does not limit the effect of Section 7.01(b);


    
      
         


      

      
        -75-

        
          

        

      

      
         


      

    


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

     

    (3)           The
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.05.

     

    (d)           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 to take or omit to take any action under this Indenture
or take any action at the request or direction of Holders if it shall have
reasonable grounds for believing that repayment of such funds is not assured to
it.

     

    (e)           Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to this Section 7.01.

     

    (f)           The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Issuer.  Money held in trust
by the Trustee need not be segregated from other funds except to the extent
required by law.

     

    (g)           In
the absence of bad faith, negligence or willful misconduct on the part of the
Trustee, the Trustee shall not be responsible for the application of any money
by any Paying Agent other than the Trustee.

     

    
      	
              SECTION
      7.02

            	
              Rights of
      Trustee.

            


    

     

    Subject
to Section 7.01:

     

    (a)           The
Trustee may rely conclusively on any resolution, certificate (including any
Officers’ Certificate), statement, instrument, opinion (including any Opinion of
Counsel), notice, request, direction, consent, order, bond, debenture, or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper Person.  The Trustee need not investigate any
fact or matter stated in such document.

     

    (b)           Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate and an Opinion of Counsel, which shall conform to the provisions of
Section 12.05.  The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such Officers’ Certificate
or Opinion of Counsel.

     

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

     

    (d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it reasonably believes to be authorized or within its rights or
powers under this Indenture.

     

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


    
      
         


      

      
        -76-

        
          

        

      

      
         


      

    


    (f)           The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Holders pursuant to the provisions of this Indenture, unless such Holders shall
have offered to the Trustee security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or
thereby.

     

    (g)           The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate (including any Officers’ Certificate),
statement, instrument, opinion (including any Opinion of Counsel), notice,
request, direction, consent, order, bond, debenture, 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, upon reasonable notice to the Issuer, to examine the books, records,
and premises of the Issuer, personally or by agent or attorney at the sole cost
of the Issuer.

     

    (h)           The
Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.

     

    (i)           The
permissive rights of the Trustee to do things enumerated in this Indenture shall
not be construed as duties.

     

    (j)       
    Except with respect to Section 4.01 and Section 4.04,
the Trustee shall have no duty to inquire as to the performance of the Issuer
with respect to the covenants contained in Article Four.  In addition,
the Trustee shall not be deemed to have knowledge of any Default except (i) any
Default occurring pursuant to Section 4.01, Section 4.04, Section 6.01(1) or
Section 6.01(2) or (ii) any Default of which the Trustee shall have received
written notification.

     

    (k)           The
rights, privileges, protections, immunities and benefits given to the Trustee,
including its right to be indemnified, are extended to, and shall be enforceable
by, the Trustee in each of its capacities hereunder, and to each agent,
custodian and other Person employed to act for it hereunder.

     

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

     

    (m)           The
Trustee may request that the Issuer deliver a certificate setting forth the
names of individuals or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.

     

    
      	
              SECTION
      7.03

            	
              Individual Rights of
      Trustee.

            


    

     

    The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer, its Subsidiaries or their
respective Affiliates with the same rights it would have if it were not
Trustee.  Any Agent may do the same with like
rights.  However, the Trustee must comply with Sections 7.10 and
7.11.


    
      
         


      

      
        -77-

        
          

        

      

      
         


      

    
 

    
      	
              SECTION
      7.04

            	
              Trustee’s
      Disclaimer.

            


    

     

    The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be accountable
for the Issuer’s use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Issuer in this Indenture or any document
issued in connection with the sale of Notes or any statement in the Notes other
than the Trustee’s certification of its authentication.

     

    
      	
              SECTION
      7.05

            	
              Notice of
      Default.

            


    

     

    If a
Default occurs and is continuing and the Trustee receives written notice of such
Default, the Trustee shall mail to each Holder, notice of the uncured Default
within thirty (30) days after it occurs or, if later, after a Responsible
Officer of the Trustee has knowledge of such Default.  Except in the
case of a Default in payment of principal of or interest on any Note, including
an accelerated payment and the failure to make a payment on the Change of
Control Payment Date pursuant to a Change of Control Offer or the Net Proceeds
Payment Date pursuant to a Net Proceeds Offer, or a Default in complying with
the provisions of Article Five, the Trustee may withhold the notice if and so
long as the Board of Directors, the executive committee, or a trust committee of
directors or Responsible Officers, of the Trustee in good faith determines that
withholding the notice is in the interests of the Holders.

     

    
      	
              SECTION
      7.06

            	
              Reports by Trustee to
      Holders.

            


    

     

    Within
sixty (60) days after each May 1, beginning with May 1, 2011, the Trustee shall,
to the extent that any of the events described in Trust Indenture Act
§ 313(a) occurred within the previous twelve months, but not otherwise,
mail to each Holder a brief report dated as of such date that complies with
Trust Indenture Act § 313(a).  The Trustee also shall comply with
Trust Indenture Act §§ 313(b), 313(c) and 313(d).

     

    A copy of
each report at the time of its mailing to Holders shall be filed with the SEC
and each securities exchange, if any, on which the Notes are
listed.

     

    The
Issuer shall promptly notify the Trustee if the Notes become listed on any
securities exchange or of any delisting thereof and the Trustee shall comply
with Trust Indenture Act § 313(d).

     

    
      	
              SECTION
      7.07

            	
              Compensation and
      Indemnity.

            


    

     

    The
Issuer shall pay to the Trustee from time to time such compensation as the
Issuer and the Trustee shall from time to time agree in writing for its services
hereunder.  The Trustee’s compensation shall not be limited by any law
on compensation of a trustee of an express trust.  The Issuer shall
reimburse the Trustee upon request for all reasonable disbursements, expenses
and advances (including reasonable fees and expenses of counsel) incurred or
made by it in addition to the compensation for its services, except any such
disbursements, expenses and advances as may be attributable to the Trustee’s
negligence, bad faith or willful misconduct.  Such expenses shall
include the reasonable fees and expenses of the Trustee’s agents and
counsel.

     

    The
Issuer shall indemnify each of the Trustee or any predecessor Trustee and its
agents for, and hold them harmless against, any and all loss, damage, claims
(including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee)), liability or expense incurred by them arising out of or
in connection with the acceptance or administration of this trust (including the
reasonable costs and expenses of defending themselves against or investigating
any claim or liability in connection with the exercise or performance of any of
the Trustee’s rights, powers or duties hereunder), except in each of the
foregoing cases to the extent caused by any negligence, bad faith or willful
misconduct on their part.  The Trustee shall notify the Issuer
promptly of any claim asserted against the Trustee or any of its agents for
which it may seek indemnity.  The Issuer may, subject to the approval
of the Trustee (which approval shall not be unreasonably withheld), defend the
claim and the Trustee shall cooperate in the defense.  The Trustee and
its agents subject to the claim may have separate counsel and the Issuer shall
pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will
not be required to pay such fees and expenses if, subject to the approval of the
Trustee (which approval shall not be unreasonably withheld), it assumes the
Trustee’s defense and there is no conflict of interest between the Issuer and
the Trustee and its agents subject to the claim in connection with such defense
as reasonably determined by the Trustee.  The Issuer need not pay for
any settlement made without its written consent.  The Issuer need not
reimburse any expense or indemnify against any loss or liability to the extent
incurred by the Trustee through its negligence, bad faith or willful
misconduct.


    
      
         


      

      
        -78-

        
          

        

      

      
         


      

    


    When the
Trustee incurs expenses or renders services after a Default specified in Section
6.01(6) or Section 6.01(7) occurs, such expenses and the compensation for such
services shall be paid to the extent allowed under any Bankruptcy
Law.

     

    The
Trustee shall have a lien prior to the Notes as to all property and funds held
by it hereunder for any amount owing it or any predecessor Trustee pursuant to
this Section 7.07, except with respect to funds held in trust for the benefit of
the Holders.

     

    Notwithstanding
any other provision in this Indenture, the foregoing provisions of this Section
7.07 shall survive the satisfaction and discharge of this Indenture or the
appointment of a successor Trustee.

     

    
      	
              SECTION
      7.08

            	
              Replacement of
      Trustee.

            


    

     

    The
Trustee may resign by so notifying the Issuer at least thirty (30) days prior to
the date of the proposed resignation.  The Holders of at least a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Issuer and the Trustee and may appoint a successor
Trustee.  The Issuer may remove the Trustee if:

     

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

     

    (2)           the
Trustee is adjudged a bankrupt or an insolvent;

     

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

     

    (4)           the
Trustee becomes incapable of acting.

     

    If the
Trustee retires, whether by resignation or removal, or if a vacancy exists in
the office of Trustee for any reason, the Issuer shall notify each Holder of
such event and shall promptly appoint a successor Trustee.  Within one
(1) year after the successor Trustee takes office, the Holders of at least a
majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the
Issuer.

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Issuer.  Promptly after that, the retiring
Trustee shall transfer, and after payment of all sums then owing to the Trustee
pursuant to Section 7.07, all property held by it as Trustee to the successor
Trustee, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee with respect to the Notes under this
Indenture.  A successor Trustee shall mail notice of its succession to
each Holder.


    
      
         


      

      
        -79-

        
          

        

      

      
         


      

    


    If a
successor Trustee does not take office within sixty (60) days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders
of at least ten percent (10%) in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee at the expense of the Issuer.

     

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

     

    Notwithstanding
the appointment of a successor Trustee pursuant to this Section 7.08, the
Issuer’s obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.

     

    
      	
              SECTION
      7.09

            	
              Successor Trustee by
      Merger, Etc.

            


    

     

    If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
resulting, surviving or transferee corporation without any further act shall, if
such resulting, surviving or transferee corporation is otherwise eligible
hereunder, be the successor Trustee; provided, however, that such
corporation shall be otherwise qualified and eligible under this Article
Seven.

     

    
      	
              SECTION
      7.10

            	
              Eligibility;
      Disqualification.

            


    

     

    The
Trustee shall at all times satisfy the requirements of Trust Indenture Act
§§ 310(a)(1), 310(a)(2) and 310(a)(5).  The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition.  The Trustee shall comply
with Trust Indenture Act § 310(b); provided, however, that there shall be
excluded from the operation of Trust Indenture Act § 310(b)(1) any
indenture or indentures under which other securities, or certificates of
interest or participation in other securities, of the Issuer are outstanding, if
the requirements for such exclusion set forth in Trust Indenture Act
§ 310(b)(1) are met.  The provisions of Trust Indenture Act
§ 310 shall apply to the Issuer and any other obligor of the
Notes.

     

    
      	
              SECTION
      7.11

            	
              Preferential
      Collection of Claims Against the
Issuer.

            


    

     

    The
Trustee, in its capacity as Trustee hereunder, shall comply with Trust Indenture
Act § 311(a), excluding any creditor relationship listed in Trust Indenture
Act § 311(b).  A Trustee who has resigned or been removed shall
be subject to Trust Indenture Act § 311(a) to the extent
indicated.

     

    ARTICLE
EIGHT

     

    DISCHARGE
OF INDENTURE; DEFEASANCE

     

    
      	
              SECTION
      8.01

            	
              Termination of the
      Issuer’s Obligations.

            


    

     

    Except as
otherwise provided in the penultimate paragraph of this Section 8.01, this
Indenture and the Guarantees will be discharged and will cease to be of further
as to all outstanding Notes, when either:

     

    (a)           all
the Notes that have been authenticated and delivered (except lost, stolen or
destroyed Notes that have been replaced or paid and Notes for whose payment
money has been deposited in trust or segregated and held in trust by the Issuer
and thereafter repaid to the Issuer or discharged from this trust) have been
delivered to the Trustee for cancellation; or


    
      
         


      

      
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    (b)           (1)  all
Notes that have not been delivered to the Trustee for cancellation either (i)
have become due and payable by reason of the mailing of a notice of redemption
pursuant to Section 5, Section 6 or Section 7 of the Notes or otherwise or (ii)
will become due and payable within one year, and in each of the foregoing cases
the Issuer has irrevocably deposited or caused to be deposited with the Trustee
as trust funds in trust solely for the benefit of the Holders funds in Dollars
or U.S. Government Obligations in amounts sufficient (without reinvestment) to
pay and discharge the entire Indebtedness (including all principal and accrued
interest) on the Notes not theretofore delivered to the Trustee for cancellation
to the date of maturity or redemption,

     

    (2)           the
Issuer or any Guarantor has paid or caused to be paid all other sums payable by
the Issuer under this Indenture,

     

    (3)           the
Issuer has delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the Notes at maturity or on the date of
redemption, as the case may be, and

     

    (4)           the
Holders have a valid, perfected, exclusive security interest in such
trust.

     

    In
addition, the Issuer must deliver an Officers’ Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been complied with.

     

    In the
case of clause (b) of this Section 8.01, and subject to the next sentence and
notwithstanding the foregoing paragraph, the Issuer’s obligations in
Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of
the Issuer only), 7.07, 8.05 and 8.06 shall survive until the Notes are no
longer outstanding pursuant to the last paragraph of Section 2.08.  In
addition, nothing in this Section 8.01 shall be deemed to discharge the
obligations in Sections 7.07, 8.04(a), 8.05 or 8.06, all of which shall
survive the satisfaction and discharge of this Indenture.

     

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

     

    
      	
              SECTION
      8.02

            	
              Legal Defeasance and
      Covenant Defeasance.

            


    

     

    (a)           The
Issuer may, at its option and at any time, elect to have either Section 8.02(b)
or 8.02(c) applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article Eight.

     

    (b)           Upon
the Issuer’s exercise under Section 8.02(a) of the option applicable to this
Section 8.02(b), the Issuer and the Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be deemed to have been
discharged from its or their obligations with respect to all outstanding Notes
and Guarantees on the date the conditions set forth below are satisfied
(hereinafter, “Legal
Defeasance”).  For this purpose, Legal Defeasance means that
the Issuer and the Guarantors shall be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes and the Guarantees,
which shall thereafter be deemed to be “outstanding” only for the purposes of
Section 8.04 and the other Sections of this Indenture referred to in clauses (1)
and (2) below, and to have satisfied all its or their other obligations under
such Notes, such Guarantees and this Indenture (and the Trustee, on demand of
and at the expense of the Issuer, shall execute proper instruments acknowledging
the same), except for the following provisions which shall survive until
otherwise terminated or discharged hereunder:


    
      
         


      

      
        -81-

        
          

        

      

      
         


      

    


    (1)           the
rights of Holders of outstanding Notes to receive, solely from the trust fund
described in Section 8.04, and as more fully set forth in such Section 8.04,
payments in respect of the principal of, and interest on, such Notes when such
payments are due;

     

    (2)           the
Issuer’s obligations with respect to such Notes under Article Two and Section
4.02;

     

    (3)           the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuer’s obligations in connection therewith; and

     

    (4)           the
provisions of this Article Eight applicable to Legal Defeasance (including
Sections 8.04, 8.05 and 8.06).

     

    Subject
to compliance with this Article Eight, the Issuer may exercise its option under
this Section 8.02(b) notwithstanding the prior exercise of its option under
Section 8.02(c).

     

    (c)           Upon
the Issuer’s exercise under Section 8.02(a) of the option applicable to this
Section 8.02(c), the Issuer and each of the Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be released from each
of their respective obligations under the covenants contained in
Sections 4.03 (other than with respect to the legal existence of the
Issuer), 4.04, and 4.06 through 4.19, clause (iii) of Section 5.01(a) and
Article Eleven with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the
Notes shall thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes).  For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Issuer and the Guarantors may omit to
comply with and shall have no obligation or liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
under Section 6.01, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby.  In addition,
upon the Issuer’s exercise under Section 8.02(a) of the option applicable to
this Section 8.02(c), subject to the satisfaction of the conditions set forth in
Section 8.03 hereof, clauses (3), (4), (5) and (8), and, after the expiration of
the period of ninety-one (91) days immediately following the deposit referred to
in Section 8.03(1) (and so long as no Event of Default under clause (6) or (7)
of Section 6.01 exists at the time of the expiration of such period), clauses
(6) and (7), of Section 6.01 shall not constitute Events of
Default.

     

    
      	
              SECTION
      8.03

            	
              Conditions to Legal
      Defeasance or Covenant
Defeasance.

            


    

     

    In order
to exercise either Legal Defeasance under Section 8.02(b) or Covenant Defeasance
under Section 8.02(c) with respect to the outstanding Notes:


    
      
         


      

      
        -82-

        
          

        

      

      
         


      

    


    (1)           the
Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, funds in Dollars or U.S. Government Obligations or a combination
thereof, in such amounts as will be sufficient (without reinvestment), in the
opinion of a nationally recognized firm of independent public accountants
selected by the Issuer, to pay the principal of and interest on the outstanding
Notes on the stated date for payment thereof or on the applicable Redemption
Date, as the case may be, and the Issuer must specify to the Trustee whether
such Notes are being defeased to such stated date for payment or to a particular
Redemption Date, as the case may be, and the Holders must have a valid,
perfected, exclusive security interest in such trust;

     

    (2)           in
the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an
Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming that:

     

    (i)           
the Issuer has received from, or there has been published by the Internal
Revenue Service, a ruling, or

     

    (ii)           since
the date of this Indenture, there has been a change in the applicable U.S.
federal income tax law,

     

    in either
case to the effect that, and based thereon this Opinion of Counsel shall confirm
that, the Holders will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Legal Defeasance and will be subject to
U.S. federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not
occurred;

     

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

     

    (4)           no
Default shall have occurred and be continuing on the date of such deposit (other
than a Default resulting from the borrowing of funds to be applied to such
deposit and the grant of any Lien securing such borrowing);

     

    (5)           the
Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under (other than any such default
resulting solely from the borrowing of funds to be applied to such deposit and
the grant of any Lien on such deposit in favor of the Trustee or the Holders)
any Credit Agreement or any other material agreement or instrument to which the
Issuer or any of its Subsidiaries is a party or by which the Issuer or any of
its Subsidiaries is bound;

     

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

     

    (7)           the
Issuer shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, stating, in the case of the Officers’ Certificate, that the
conditions provided for in clauses (1) through (6) of this Section 8.03, as
applicable, have been complied with and stating, in the case of the Opinion of
Counsel, that clause (1) (with respect to the validity and perfection of the
security interest) and the conditions provided for in clause (2) or (3), as
applicable, and clause (5) of this Section 8.03 have been complied
with.


    
      
         


      

      
        -83-

        
          

        

      

      
         


      

    


    Notwithstanding
anything to the contrary herein, the borrowing of funds to be applied to any
deposit, and the grant of any Lien securing such borrowing, in order to effect
any Legal Defeasance or Covenant Defeasance, shall not constitute a Default
under this Indenture.

     

    
      	
              SECTION
      8.04

            	
              Application of Trust
      Money.

            


    

     

    (a)           The
Trustee or Paying Agent shall hold in trust all funds and U.S. Government
Obligations (including the proceeds thereof) deposited with it pursuant to this
Article Eight in respect of the outstanding Notes, and shall apply the deposited
funds and U.S. Government Obligations (including any proceeds thereof) in
accordance with this Indenture to the payment of the principal of and the
interest on the Notes.  The Trustee shall be under no obligation to
invest said funds and U.S. Government Obligations (including any proceeds
thereof), except as it may agree with the Issuer.

     

    (b)           The
Issuer shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the funds or U.S. Government Obligations
(including any proceeds thereof) deposited pursuant to Section 8.03, 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 Notes.

     

    (c)           Anything
in this Article Eight to the contrary notwithstanding, the Trustee shall
promptly deliver or pay to the Issuer from time to time upon the request of the
Issuer any funds or and U.S. Government Obligations held by it as provided in
Section 8.03 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

     

    
      	
              SECTION
      8.05

            	
              Repayment to the
      Issuer.

            


    

     

    Any funds
or U.S. Government Obligations deposited with the Trustee or any Paying Agent,
or then held by the Issuer, in trust for the payment of the principal of or
interest on the Notes and remaining unclaimed for two (2) years after such
principal or interest has become due and payable shall be repaid to the Issuer
on its request or (if then held by the Issuer) will be discharged from such
trust; and the Holders will thereafter be permitted to look only to the Issuer
(unless an applicable law designates another Person) for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
funds, and all liability of the Issuer as trustee thereof, will thereupon cease;
provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, shall at
the expense of the Issuer cause to be published once, in the New York Times and
The Wall Street Journal (national edition), or mail to each Holder entitled to
such funds, notice that such money remains unclaimed and that, after a date
specified therein, which will not be less than thirty (30) days from the date of
such publication or mailing, any unclaimed balance of such money then remaining
will be repaid to the Issuer.


    
      
         


      

      
        -84-

        
          

        

      

      
         


      

    


    
      	
              SECTION
      8.06

            	
              Reinstatement.

            


    

     

    If the
Trustee or Paying Agent is unable to apply any funds and U.S. Government
Obligations in accordance with this Article Eight by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, or
if the funds deposited with the Trustee to effect Covenant Defeasance are
insufficient to pay the principal of, and interest on, the Notes when due, then
the Issuer’s obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to this Article Eight
until such time as the Trustee or Paying Agent is permitted to apply all such
funds and U.S. Government Obligations in accordance with this Article Eight;
provided, however, that if the Issuer
has made any payment of interest on, or principal of, any Notes because of the
reinstatement of its obligations, the Issuer shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the funds and U.S.
Government Obligations held by the Trustee or Paying Agent.

     

    ARTICLE
NINE

     

    AMENDMENTS,
SUPPLEMENTS AND WAIVERS

     

    
      	
              SECTION
      9.01

            	
              Without Consent of
      Holders.

            


    

     

    Subject
to Section 9.03, the Issuer, the Guarantors and the Trustee, as applicable,
together, may amend or supplement this Indenture (including the Guarantees) or
the Notes without notice to or consent of any Holder:

     

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

     

    (2)           to
provide for uncertificated Notes in addition to or in place of certificated
Notes,

     

    (3)           to
provide for the assumption of the Issuer’s or any Guarantor’s obligations to the
Holders in the case of a merger, consolidation or sale of all or substantially
all of the Issuer’s assets, in accordance with Article Five,

     

    (4)           to
add Guarantees with respect to the Notes,

     

    (5)           to
release any Guarantor from its Guarantee or any of its other obligations under
this Indenture (to the extent permitted by this Indenture),

     

    (6)           to
make any change that would provide any additional rights or benefits to the
Holders or that adds covenants of the Issuer or any Guarantor for the benefit of
the Holders, or to surrender any right or power conferred upon the Issuer or any
Guarantor,

     

    (7)           to
make any change that does not materially adversely affect the rights of any
Holder hereunder or under the Notes,

     

    (8)           to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under, or to otherwise comply with, the Trust
Indenture Act,

     

    (9)           to
conform the text of this Indenture or the Notes to any provision of the
“Description of Notes” section of the Offering Memorandum to the extent that
such provision in such “Description of Notes” section was intended to be a
substantially verbatim recitation of a provision of this Indenture or the Notes,
or

     

    (10)         to
evidence and provide for the acceptance of appointment under this Indenture by a
successor Trustee with respect to the Notes and to add or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one
Trustee,


    
      
         


      

      
        -85-

        
          

        

      

      
         


      

    


    provided that the Issuer has
delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate,
each stating that such amendment or supplement complies with the provisions of
this Section 9.01.

     

    
      	
              SECTION
      9.02

            	
              With Consent of
      Holders.

            


    

     

    (a)           Subject
to Section 6.07 and Section 9.03, the Issuer, the Guarantors and the Trustee,
with the written consent (which may include consents obtained in connection with
a tender offer or exchange offer for Notes) of the Holder or Holders of at least
a majority in aggregate principal amount of the then outstanding Notes, may
amend or supplement this Indenture (including the Guarantees) or the Notes
without notice to any other Holders.  Subject to Section 6.07 and
Section 9.03, the Holder or Holders of at least a majority in aggregate
principal amount of the then outstanding Notes may waive (which may include
waivers obtained in connection with a tender offer or exchange offer for Notes)
compliance with any provision of this Indenture (including the Guarantees) or
the Notes without notice to any other Holders.

     

    (b)           Notwithstanding
Section 9.02(a), without the consent of each Holder affected, no amendment or
waiver may (with respect to any Notes held by a non-consenting
Holder):

     

    (1)           reduce
the principal or change the Stated Maturity of any Note;

     

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

     

    (3)           reduce
any premium payable upon optional redemption of the Notes, change the date on
which any Notes are subject to redemption or otherwise alter the provisions with
respect to the redemption of the Notes (other than provisions relating to the
purchase of Notes set forth in Section 4.06 and Section 4.10, except that if a
Change of Control has occurred, no amendment or other modification of the
obligation of the Issuer to make a Change of Control Offer relating to such
Change of Control shall be made without the consent of each Holder
affected);

     

    (4)           make
the principal of or interest, if any, on any Note payable in money or currency
other than that stated in the Notes;

     

    (5)           modify
or change any provision of this Indenture or the related definitions affecting
the subordination of the Notes or the Guarantees in a manner that adversely
affects the Holders in any material respect;

     

    (6)           release
any Guarantor which is a Significant Subsidiary from any of its obligations
under its Guarantee or this Indenture other than as provided in this
Indenture;

     

    (7)           waive
a Default in the payment of principal of or interest on any Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority in
principal amount of the then outstanding Notes as provided in this Indenture and
a waiver of the payment Default that resulted from such
acceleration);

     

    (8)           impair
the rights of Holders to receive payments of principal of or interest on the
Notes on or after the due date therefor;


    
      
         


      

      
        -86-

        
          

        

      

      
         


      

    


    (9)           reduce
the principal amount of outstanding Notes whose Holders must consent to an
amendment, supplement or waiver to or under this Indenture (including the
Guarantees) or the Notes; or

     

    (10)         make
any change in Section 6.07 or this Section 9.02.

     

    (c)           It
shall not be necessary for the consent of the Holders of the Notes under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver but it shall be sufficient if such consent approves the
substance thereof.

     

    (d)           A
consent to any amendment, supplement or waiver under this Indenture by any
Holder given in connection with an exchange (in the case of an exchange offer)
or a tender (in the case of a tender offer) of such Holder’s Notes will not be
rendered invalid by such tender or exchange.

     

    (e)           After
an amendment, supplement or waiver under this Section 9.02 becomes effective,
the Issuer shall mail, or cause to be mailed, to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver.  Any
failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment,
supplement or waiver.

     

    
      	
              SECTION
      9.03

            	
              Effect on Senior
      Debt.

            


    

     

    No
amendment of, or supplement or waiver to, this Indenture shall adversely affect
the rights of any holder of Senior Debt or Guarantor Senior Debt under Article
Ten and Section 11.02 without the consent of such holder or its
Representative.

     

    
      	
              SECTION
      9.04

            	
              Compliance with the
      Trust Indenture Act.

            


    

     

    Every
amendment to this Indenture or the Notes shall be set forth in a supplemental
indenture hereto that complies with the Trust Indenture Act as then in
effect.

     

    
      	
              SECTION
      9.05

            	
              Revocation and Effect
      of Consents.

            


    

     

    Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
is a continuing consent by the Holder and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note,
even if notation of the consent is not made on any Note.  However, any
such Holder or subsequent Holder may revoke the consent as to his Note or
portion of his Note by notice to the Trustee or the Issuer received before the
date on which the Trustee receives an Officers’ Certificate certifying that the
Holders of the requisite principal amount of Notes have consented (and not
theretofore revoked such consent) to the amendment, supplement or
waiver.

     

    The
Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or
waiver, which record date shall be at least thirty (30) days prior to the first
solicitation of such consent.  If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record
date.  No such consent shall be valid or effective for more than
ninety (90) days after such record date.  The Issuer shall inform the
Trustee in writing of the fixed record date if applicable.


    
      
         


      

      
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    After an
amendment, supplement or waiver becomes effective, it shall bind every Holder,
unless it makes a change described in any of clauses (1) through (10) of
Section 9.02(b), in which case, the amendment, supplement or waiver shall bind
only each Holder of a Note who has consented to it and every subsequent Holder
of a Note or portion of a Note that evidences the same debt as the consenting
Holder’s Note; provided, however, that no such
amendment, supplement or waiver shall impair or affect the right of any Holder
to receive payment of principal of, and interest on, a Note, on or after the
respective due dates therefor, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such
Holder.

     

    
      	
              SECTION
      9.06

            	
              Notation on or
      Exchange of Notes.

            


    

     

    If an
amendment, supplement or waiver changes the terms of a Note, the Issuer may
require the Holder of the Note to deliver it to the Trustee.  The
Issuer shall provide the Trustee with an appropriate notation on the Note about
the changed terms and cause the Trustee to return it to the Holder at the
Issuer’s expense.  Alternatively, if the Issuer or the Trustee so
determines, the Issuer in exchange for the Note shall issue, and the Trustee
shall authenticate, a new Note that reflects the changed
terms.  Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

     

    
      	
              SECTION
      9.07

            	
              Trustee To Sign
      Amendments, Etc.

            


    

     

    The
Trustee shall execute any amendment, supplement or waiver authorized pursuant to
this Article Nine; provided, however, that the Trustee
may, but shall not be obligated to, execute any such amendment, supplement or
waiver which affects the Trustee’s own rights, duties or immunities under this
Indenture.  The Trustee shall be entitled to receive, and (subject to
Section 7.01) shall be fully protected in conclusively relying upon, an Opinion
of Counsel and an Officers’ Certificate each stating that the execution of any
amendment, supplement or waiver authorized pursuant to this Article Nine is
authorized or permitted by this Indenture.  Such Opinion of Counsel
shall be at the expense of the Issuer.

     

    ARTICLE
TEN

     

    SUBORDINATION
OF NOTES

     

    
      	
              SECTION
      10.01

            	
              Notes Subordinated to
      Senior Debt.

            


    

     

    Anything
herein to the contrary notwithstanding, each of the Issuer, for itself and its
successors, and each Holder, by his or her acceptance of Notes (whether upon
original issue or upon transfer, assignment or exchange of Notes), agrees that
the payment of all Obligations owing to the Holders in respect of the Notes is
subordinated, to the extent and in the manner provided in this Article Ten, to
the prior payment in full of all Senior Debt (including all Obligations under
any Credit Facility (including any Credit Agreement) and
all Obligations under the Senior Notes) in cash, whether outstanding on the
Issue Date or thereafter incurred.  Notwithstanding anything in this
Article Ten to the contrary, payments and distributions (a) of Permitted
Junior Securities and (b) made relating to the Notes from the trust
established pursuant to Article Eight shall not be so subordinated in right of
payment, so long as, with respect to (b), (1) the conditions specified in
Article Eight are satisfied on the date of any deposit pursuant to said trust
and (2) such payments and distributions did not violate the provisions of this
Article Ten when made.


    
      
         


      

      
        -88-

        
          

        

      

      
         


      

    


    The Notes
shall in all respects rank pari passu in right of
payment with (i) the 2009 Senior Subordinated Notes and any Indebtedness of the
Issuer that ranks pari
passu in right of payment with 2009 Senior Subordinated Notes and (ii)
the 2007 Convertible Notes and any Indebtedness of the Issuer that ranks pari passu in right of
payment with the 2007 Convertible Notes, and only Indebtedness of the Issuer
which is Senior Debt shall rank senior to the Notes in accordance with the
provisions set forth herein.

     

    This
Article Ten shall constitute a continuing offer to all Persons who become
holders of, or continue to hold, Senior Debt, such provisions are made for the
benefit of the holders of Senior Debt and such holders are made obligees
hereunder and any one or more of them may enforce such provisions.

     

    
      	
              SECTION
      10.02

            	
              Suspension of Payment
      When Senior Debt Is in
      Default.

            


    

     

    (a)           If
any default occurs and is continuing in the payment when due (beyond any
applicable grace period), whether at maturity, upon any redemption, by
declaration or otherwise, of any principal of, interest on, unpaid drawings for
letters of credit issued in respect of, or fees with respect to, any
Designated Senior
Debt (a “Payment
Default”), then the Issuer shall not (x) make any payment or distribution
of any kind or character with respect to any Obligations on or relating to the
Notes or (y) acquire any of the Notes for cash or assets or otherwise (other
than, in either case, Permitted Junior Securities).

     

    (b)           If
any other event of default (other than a Payment Default) occurs and is
continuing with respect to any Designated Senior Debt (as such event of default
is defined in the instrument creating or evidencing such Designated Senior Debt)
permitting the holders of such Designated Senior Debt then outstanding to
accelerate the maturity thereof (a “Non-Payment Default”) and if
the Representative for the respective issue of Designated Senior Debt
(including, as applicable, the administrative agent under any Credit Facility
(including any Credit Agreement)) gives written notice of the Non-Payment
Default to the Trustee stating that such notice is a payment blockage notice (a
“Payment Blockage
Notice”), then during the period (the “Payment Blockage Period”)
beginning upon the delivery of such Payment Blockage Notice and ending on the
earliest of (1) the date on which all such Non-Payment Defaults are cured or
waived, (2) one hundred seventy-nine (179) days after the date on which the
applicable Payment Blockage Notice is received or (3) the date on which the
Trustee receives notice from the Representative for such Designated Senior Debt
rescinding the Payment Blockage Notice (unless in each case the maturity of any
Designated Senior Debt has been accelerated), the Issuer shall not (x) make any
payment of any kind or character with respect to any Obligations on or with
respect to the Notes or (y) acquire any of the Notes for cash or assets or
otherwise (other than, in either case, Permitted Junior
Securities).  Notwithstanding anything herein to the contrary, (x) in
no event will a Payment Blockage Period extend beyond one hundred seventy-nine
(179) days from the date the applicable Payment Blockage Notice is received by
the Trustee and (y) no new Payment Blockage Notice may be delivered unless and
until 360 days have elapsed since the effectiveness of the immediately prior
Payment Blockage Notice.  For all purposes of this
Section 10.02(b), no Non-Payment Default which existed or was continuing on
the date of the commencement of any Payment Blockage Period with respect to the
Designated Senior Debt shall be, or be made, the basis for the commencement of a
second Payment Blockage Period by the Representative of such Designated Senior
Debt whether or not within a period of 360 consecutive days, unless such
Non-Payment Default shall have been cured or waived for a period of not less
than ninety (90) consecutive days.  Any subsequent action, or any
breach of any financial covenants for a period ending after the date of
commencement of such Payment Blockage Period that, in either case, would give
rise to a Non-Payment Default pursuant to any provisions under which a
Non-Payment Default previously existed or was continuing shall constitute a new
Non-Payment Default for this purpose.


    
      
         


      

      
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    (c)           In
the event that, notwithstanding the foregoing, any payment shall be received by
the Trustee or any Holder when such payment is prohibited by the foregoing
provisions of this Section 10.02, such payment shall be held in trust for
the benefit of, and shall be paid over or delivered to, the holders of Senior
Debt (pro rata to such
holders on the basis of the respective amount of Senior Debt held by such
holders) or their respective Representatives, as their respective interests may
appear.  The Trustee shall be entitled to rely on information
regarding amounts outstanding on the Senior Debt, if any, received from the
holders of the Senior Debt (or their Representatives).

     

    (d)           Nothing
contained in this Article Ten shall limit the right of the Trustee or the
Holders of the Notes to take any action to accelerate the maturity of the Notes
pursuant to Section 6.02 or to pursue any rights or remedies hereunder;
provided, however, that all Senior Debt
thereafter due or declared to be due shall first be paid in full in cash or cash
equivalents before the Holders are entitled to receive any payment of any kind
or character with respect to Obligations on the Notes.

     

    
      	
              SECTION
      10.03

            	
              Notes Subordinated to
      Prior Payment of All Senior Debt on Dissolution, Liquidation or
      Reorganization of the
      Issuer.

            


    

     

    (a)           Upon
any payment or distribution of assets of the Issuer of any kind or character,
whether in cash, assets or securities, to creditors upon any total or partial
liquidation, dissolution, winding-up, assignment for the benefit of creditors or
marshaling of assets and liabilities of the Issuer or in a bankruptcy,
reorganization, insolvency, receivership or other similar proceeding relating to
the Issuer or its assets, whether voluntary or involuntary, all Obligations due
on all Senior Debt (including interest accruing after the commencement of any
bankruptcy or other like proceeding at the rate specified in any Credit Facility
(including any Credit Agreement ) or in the Senior Notes, as applicable, whether
or not such interest is an allowed claim in any such proceeding) shall first be
paid in full in cash, or such payment duly provided for to the satisfaction of
the holders of Senior Debt, before any payment or distribution of any kind or
character is made on account of any Obligations on or relating to the
Notes.  Upon any such dissolution, winding-up, liquidation,
reorganization, receivership or similar proceeding, any payment or distribution
of assets of the Issuer of any kind or character, whether in cash, assets or
securities, to which the Holders of the Notes or the Trustee under this
Indenture would be entitled, except for the provisions hereof, shall be paid by
the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making such payment or distribution, or by the Holders or by the
Trustee under this Indenture if received by them, directly to the holders of
Senior Debt (pro rata
to such holders on the basis of the respective amounts of Senior Debt held by
such holders) or their respective Representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
of Senior Debt remaining unpaid until all such Senior Debt has been paid in full
in cash after giving effect to any concurrent payment, distribution or provision
therefor to or for the holders of Senior Debt.

     

    (b)           To
the extent any payment of Senior Debt (whether by or on behalf of the Issuer, as
proceeds of security or enforcement of any right of setoff or otherwise) is
declared to be fraudulent or preferential, set aside or required to be paid to
any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar
Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or
similar law, then, if such payment is recovered by, or paid over to, such
receiver, trustee in bankruptcy, liquidating trustee, agent or other similar
Person, the Senior Debt or part thereof originally intended to be satisfied
shall be for purpose of this Article Ten deemed to be reinstated and outstanding
as if such payment had not occurred.

     

    It is
further agreed that any diminution (whether pursuant to court decree or
otherwise, including without limitation for any of the reasons described in the
preceding sentence) of the Issuer’s obligation to make any distribution or
payment pursuant to any Senior Debt, except to the extent such diminution occurs
by reason of the repayment (which has not been disgorged or returned) of such
Senior Debt in cash or cash equivalents, shall have no force or effect for
purposes of the subordination provisions contained in this Article Ten, with any
turnover of payments as otherwise calculated pursuant to this Article Ten to be
made as if no such diminution had occurred.


    
      
         


      

      
        -90-

        
          

        

      

      
         


      

    


    (c)           In
the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Issuer of any kind or character, whether in cash, assets or
securities, shall be received by any Holder when such payment or distribution is
prohibited by this Section 10.03, such payment or distribution shall be
held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Debt (pro
rata to such holders on the basis of the respective amount of Senior Debt
held by such holders) or their respective Representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Debt may have
been issued, as their respective interests may appear, for application to the
payment of Senior Debt remaining unpaid until all such Senior Debt has been paid
in full in cash or cash equivalents, after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of such Senior
Debt.

     

    (d)           The
consolidation of the Issuer with, or the merger of the Issuer with or into,
another Person or the liquidation or dissolution of the Issuer following the
conveyance or transfer of all or substantially all of its assets, to another
Person upon the terms and conditions provided in Article Five hereof shall not
be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section if such other Person shall, as a part of such
consolidation, merger, conveyance or transfer, assume the Issuer’s obligations
hereunder in accordance with Article Five hereof.

     

    
      	
              SECTION
      10.04

            	
              Payments May Be Made
      on Notes.

            


    

     

    Nothing
contained in this Article Ten or elsewhere in this Indenture shall prevent (a)
the Issuer, except under the conditions described in Sections 10.02 and
10.03, from making payments at any time for the purpose of making payments of
principal of, and interest on, the Notes, or from depositing with the Trustee
any moneys for such payments, or (b) in the absence of actual knowledge by the
Trustee that a given payment would be prohibited by Section 10.02 or 10.03,
the application by the Trustee of any moneys deposited with it for the purpose
of making such payments of principal of, and interest on, the Notes to the
Holders entitled thereto unless at least two (2) Business Days prior to the date
upon which such payment would otherwise become due and payable a Responsible
Officer of the Trustee shall have actually received the written notice provided
for in the first sentence of Section 10.02(b) or in Section 10.07;
provided, however, that,
notwithstanding the foregoing, the Holders receiving any payments made in
contravention of Section 10.02 or 10.03 (and the respective such payments)
shall otherwise be subject to the provisions of Section 10.02 and
Section 10.03.  Notwithstanding anything to the contrary
contained in this Article Ten or elsewhere in this Indenture, payments and
distributions from the funds deposited pursuant to Article Eight will be
permitted to be made and will not be subject to the provisions of this Article
Ten so long as such funds were deposited in accordance with the provisions of
Article Eight and did not violate the provisions of this Article Ten when such
funds were so deposited.  The Issuer shall give prompt written notice
to the Trustee of any dissolution, winding-up, liquidation or reorganization of
the Issuer, although any delay or failure to give any such notice shall have no
effect on the subordination provisions contained herein.


    
      
         


      

      
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              SECTION
      10.05

            	
              Holders To Be
      Subrogated to Rights of Holders of Senior
  Debt.

            


    

     

    Subject
to the payment in full of all Senior Debt in cash or cash equivalents, the
Holders of the Notes shall be subrogated to the rights of the holders of Senior
Debt to receive payments or distributions of cash, assets or securities of the
Issuer applicable to the Senior Debt until the Notes shall be paid in full; and,
for the purposes of such subrogation, no such payments or distributions to the
holders of the Senior Debt by or on behalf of the Issuer, or by or on behalf of
the Holders by virtue of this Article Ten, which otherwise would have been
made to the Holders shall, as between the Issuer and the Holders, be deemed to
be a payment by the Issuer to or on account of the Senior Debt, it being
understood that the provisions of this Article Ten are and are intended solely
for the purpose of defining the relative rights of the Holders, on the one hand,
and the holders of Senior Debt, on the other hand.

     

    
      	
              SECTION
      10.06

            	
              Obligations of the
      Issuer Unconditional.

            


    

     

    Nothing
contained in this Article Ten or elsewhere in this Indenture or in the Notes is
intended to or shall impair, as between the Issuer, and the Holders, the
obligation of the Issuer, which is absolute and unconditional, to pay to the
Holders the principal of, and any interest on, the Notes as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders and creditors of the Issuer
other than the holders of the Senior Debt, nor shall anything herein or therein
prevent the Holder of any Note or the Trustee on its behalf from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, of the holders of Senior Debt in
respect of cash, assets or securities of the Issuer received upon the exercise
of any such remedy.

     

    
      	
              SECTION
      10.07

            	
              Notice to
      Trustee.

            


    

     

    The
Issuer shall give prompt written notice to the Trustee of any fact known to the
Issuer which would prohibit the making of any payment to or by the Trustee in
respect of the Notes pursuant to the provisions of this Article Ten, although
any delay or failure to give any such notice shall have no effect on the
subordination provisions contained herein.  Regardless of anything to
the contrary contained in this Article Ten or elsewhere in this Indenture, the
Trustee shall not be charged with knowledge of the existence of any default or
event of default with respect to any Senior Debt or of any other facts which
would prohibit the making of any payment to or by the Trustee unless and until
the Trustee shall have received notice in writing from the Issuer, or from a
holder of Senior Debt or a Representative therefor and, prior to the receipt of
any such written notice, the Trustee shall be entitled to assume (in the absence
of actual knowledge to the contrary) that no such facts exist.  The
Trustee shall be entitled to rely on the delivery to it of any notice pursuant
to this Section 10.07 to establish that such notice has been given by a
holder of Senior Debt (or a Representative thereof).

     

    In the
event that the Trustee determines in good faith that any evidence is required
with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article Ten, the
Trustee may request such Person to furnish evidence to the satisfaction of the
Trustee as to the amounts of Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article Ten,
and if such evidence is not furnished the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

     

    
      	
              SECTION
      10.08

            	
              Reliance on Judicial
      Order or Certificate of Liquidating
  Agent.

            


    

     

    Upon any
payment or distribution of assets of the Issuer referred to in this Article Ten,
the Trustee, subject to the provisions of Article Seven hereof, and the Holders
of the Notes shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which any insolvency, bankruptcy,
receivership, dissolution, winding-up, liquidation, reorganization or similar
case or proceeding is pending, or upon a certificate of the receiver, trustee in
bankruptcy, liquidating trustee, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or
the Holders of the Notes, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
and other Indebtedness of the Issuer, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Ten.


    
      
         


      

      
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              SECTION
      10.09

            	
              Trustee’s Relation to
      Senior Debt.

            


    

     

    The
Trustee and any agent of the Issuer or the Trustee shall be entitled to all the
rights set forth in this Article Ten with respect to any Senior Debt which may
at any time be held by it in its individual or any other capacity to the same
extent as any other holder of Senior Debt and nothing in this Indenture shall
deprive the Trustee or any such agent of any of its rights as such
holder.

     

    With
respect to the holders of Senior Debt, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set forth
in this Article Ten, and no implied covenants or obligations with respect to the
holders of Senior Debt shall be read into this Indenture against the
Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt.

     

    Whenever
a distribution is to be made or a notice given to holders or owners of Senior
Debt, the distribution may be made and the notice may be given to their
Representative, if any.

     

    
      	
              SECTION
      10.10

            	
              Subordination Rights
      Not Impaired by Acts or Omissions of the Issuer or Holders of Senior
      Debt.

            


    

     

    No right
of any present or future holders of any Senior Debt to enforce subordination as
provided herein shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Issuer or by any act or failure to act,
in good faith, by any such holder, or by any noncompliance by the Issuer with
the terms of this Indenture, regardless of any knowledge thereof, which any such
holder may have or otherwise be charged with.

     

    Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Debt may, at any time and from time to time, without the consent of or
notice to the Trustee, without incurring responsibility to the Trustee or the
Holders of the Notes and without impairing or releasing the subordination
provided in this Article Ten or the obligations hereunder of the Holders of the
Notes to the holders of the Senior Debt, do any one or more of the
following:  (a) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt, or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (b) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (c) release any Person liable in any manner
for the payment or collection of Senior Debt; and (d) exercise or refrain
from exercising any rights against the Issuer and any other Person.

     

    
      	
              SECTION
      10.11

            	
              Holders Authorize
      Trustee To Effectuate Subordination of
  Notes.

            


    

     

    Each
Holder of the Notes by its acceptance of them (whether upon original issue or
upon transfer, assignment or exchange of Notes) authorizes and expressly directs
the Trustee on its behalf to take such action as may be necessary or appropriate
to effectuate, as between the holders of Senior Debt and the Holders of the
Notes, the subordination provided in this Article Ten, and appoints the Trustee
its attorney-in-fact for such purposes, including, in the event of any
dissolution, winding-up, liquidation or reorganization of the Issuer (whether in
bankruptcy, insolvency, receivership, reorganization or similar proceedings or
upon an assignment for the benefit of credits or otherwise) tending towards
liquidation of the business and assets of the Issuer, the filing of a claim for
the unpaid balance of its Notes and accrued interest in the form required in
those proceedings.


    
      
         


      

      
        -93-

        
          

        

      

      
         


      

    


    If the
Trustee does not file a proper claim or proof of debt in the form required in
such proceeding prior to thirty (30) days before the expiration of the time to
file such claim or claims, then the holders of the Senior Debt or their
Representative are or is hereby authorized to have the right to file and are or
is hereby authorized to file an appropriate claim for and on behalf of the
Holders of said Notes.  Nothing herein contained shall be deemed to
authorize the Trustee or the holders of Senior Debt or their Representative to
authorize, consent to, accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee or the holders of
Senior Debt or their Representative to vote in respect of the claim of any
Holder in any such proceeding.

     

    
      	
              SECTION
      10.12

            	
              This Article Ten Not
      To Prevent Events of
Default.

            


    

     

    The
failure to make a payment on account of principal of, or interest on, the Notes
by reason of any provision of this Article Ten will not be construed as
preventing the occurrence of an Event of Default.

     

    
      	
              SECTION
      10.13

            	
              Trustee’s Compensation
      Not Prejudiced.

            


    

     

    Nothing
in this Article Ten will apply to amounts due to the Trustee (other than
payments of Obligations owing to Holders in respect of the Notes) pursuant to
other Sections of this Indenture.

     

    ARTICLE
ELEVEN

     

    GUARANTEE

     

    
      	
              SECTION
      11.01

            	
              Unconditional
      Guarantee.

            


    

     

    Subject
to the provisions of this Article Eleven, each of the Guarantors, jointly and
severally, hereby unconditionally and irrevocably guarantees to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes or the obligations of the Issuer to the Holders or the
Trustee hereunder or thereunder:  (a) (x) the due and
punctual payment of the principal of and interest on the Notes when and as the
same shall become due and payable, whether at maturity, upon redemption or
repurchase, by acceleration or otherwise, (y) the due and punctual payment
of interest on the overdue principal and (to the extent permitted by law)
interest, if any, on the Notes and (z) the due and punctual payment and
performance of all other obligations of the Issuer to the Holders or the Trustee
hereunder or thereunder (including amounts due the Trustee under Section 7.07
hereof), all in accordance with the terms hereof and thereof (collectively, the
“Guarantee
Obligations”); and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, the due and punctual
payment and performance of Guarantee Obligations in accordance with the terms of
the extension or renewal, whether at maturity, upon redemption or repurchase, by
acceleration or otherwise.  Failing payment when due of any amount so
guaranteed, or failing performance of any other obligation of the Issuer to the
Holders under this Indenture or under the Notes, for whatever reason, each
Guarantor shall be obligated to pay, or to perform or cause the performance of,
the same immediately.  A Default under this Indenture or the Notes
shall constitute an event of default under the Guarantees, and shall entitle the
Holders to accelerate the obligations of the Guarantors under the Guarantees in
the same manner and to the same extent as the obligations of the
Issuer.


    
      
         


      

      
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    Each of
the Guarantors hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, any release of any other Guarantor, the recovery of any
judgment against the Issuer, any action to enforce the same, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor.  Each of the Guarantors hereby waives the
benefit of diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Issuer, any right to
require a proceeding first against the Issuer, protest, notice and all demands
whatsoever and covenants that its Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and this
Indenture (including the Guarantees).  Each Guarantee is a guarantee
of payment and not of collection.  If any Holder or the Trustee is
required by any court or otherwise to return to the Issuer or to any Guarantor,
or any custodian, trustee, liquidator or other similar official acting in
relation to the Issuer or such Guarantor, any amount paid by the Issuer or such
Guarantor to the Trustee or such Holder, each Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and
effect.  Each Guarantor further agrees that, as between it, on the one
hand, and the Holders of Notes and the Trustee, on the other hand,
(a) subject to this Article Eleven, the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Six, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (b) in the event of any
acceleration of such obligations as provided in Article Six, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of the Guarantees.

     

    
      	
              SECTION
      11.02

            	
              Subordination of
      Guarantee.

            


    

     

    The
obligations of each Guarantor under its Guarantee pursuant to this Article
Eleven shall be junior and subordinated to the prior payment in full of the
Guarantor Senior Debt of such Guarantor, whether outstanding on the Issue Date
or thereafter incurred, in cash on the same basis as the Notes are junior and
subordinated to Senior Debt of the Issuer.  For the purposes of the
foregoing sentence, the Trustee and the Holders shall have the right to receive
or retain payments by any of the Guarantors only at such times as they may
receive or retain payments in respect of the Notes pursuant to this Indenture,
including Article Ten.  In addition to the foregoing provisions of
this Section 11.02, all of the covenants, obligations and agreements contained
in Article Ten (together with related definitions) shall be deemed incorporated
in this Section 11.02, mutatis
mutandis, as if references to the Issuer therein are references to each
Guarantor herein and references to Senior Debt therein are references to the
Guarantor Senior Debt of such Guarantor herein.

     

    
      	
              SECTION
      11.03

            	
              Limitation on
      Guarantor Liability.

            


    

     

    Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the Guarantee of such Guarantor not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal, foreign or state law to the extent applicable to any
Guarantee.  To effectuate the foregoing intention, the Trustee, the
Holders and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor under this Article Eleven shall be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor (including any guarantee under any Credit Facility (including any
Credit Agreement) permitted under Section 4.07, including such Guarantor’s
guarantee of the Issuer’s obligations under the Senior Notes and the Senior
Notes Indenture, and including such Guarantor’s guarantee of the Issuer’s
obligations under the 2009 Senior Subordinated Notes and the 2009 Senior
Subordinated Notes Indenture) that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article Eleven, result in the
obligations of such Guarantor under its Guarantee not constituting a fraudulent
transfer or conveyance under any such applicable federal, foreign or state
law.  Each Guarantor that makes a payment for distribution under its
Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the
adjusted net assets of each Guarantor.


    
      
         


      

      
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              SECTION
      11.04

            	
              Release of a
      Guarantor.

            


    

     

    A
Guarantor shall be released from its obligations under its Guarantee and this
Indenture and the Registration Rights Agreement:

     

    (1)           in
the event of a sale or other disposition of all or substantially all of the
assets of such Guarantor, by way of merger, consolidation or otherwise, or a
sale or other disposition of all of the Equity Interests of such Guarantor then
held by the Issuer and the Restricted Subsidiaries;

     

    (2)           if
such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases
to be a Restricted Subsidiary, in each case in accordance with the provisions of
this Indenture, upon effectiveness of such designation or when it first ceases
to be a Restricted Subsidiary, respectively; or

     

    (3)           if
such Guarantor shall not guarantee any Indebtedness or other Obligation under
any Credit Agreement (other than if such Guarantor no longer guarantees any
Indebtedness or other Obligation under such Credit Agreement as a result of
payment under any guarantee of any such Indebtedness or other Obligation by such
Guarantor); provided, however, that a Guarantor shall not be permitted to be
released from its Guarantee if it is an obligor with respect to any Indebtedness
or other Obligation that would not, under Section 4.07, be permitted to be
incurred by a Restricted Subsidiary that is not a Guarantor.

     

    The
Trustee shall execute an appropriate instrument prepared by the Issuer
evidencing the release of a Guarantor from its obligations under its Guarantee,
this Indenture and the Registration Rights Agreement upon receipt of a request
by the Issuer or such Guarantor accompanied by an Officers’ Certificate and an
Opinion of Counsel certifying as to the compliance with this Section
11.04.

     

    Nothing
contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Issuer (in which case
such Guarantor shall no longer be a Guarantor) or another Guarantor or shall
prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Issuer or another
Guarantor.


    
      
         


      

      
        -96-

        
          

        

      

      
         


      

    


    
      	
              SECTION
      11.05

            	
              Waiver of
      Subrogation.

            


    

     

    Until
this Indenture is discharged and all of the Notes are discharged and paid in
full, each Guarantor hereby irrevocably waives and agrees not to exercise any
claim or other rights which it may now or hereafter acquire against the Issuer
that arise from the existence, payment, performance or enforcement of the
Issuer’s obligations under the Notes or this Indenture and such Guarantor’s
obligations under its Guarantee and this Indenture, in any such instance
including any right of subrogation, reimbursement, exoneration, contribution,
indemnification, and any right to participate in any claim or remedy of the
Holders against the Issuer, whether or not such claim, remedy or right arises in
equity, or under contract, statute or common law, including the right to take or
receive from the Issuer, directly or indirectly, in cash or other assets or by
set-off or in any other manner, payment or security on account of such claim or
other rights.  If any amount shall be paid to any Guarantor in
violation of the preceding sentence and any amounts owing to the Trustee or the
Holders of Notes under the Notes, this Indenture, or any other document or
instrument delivered under or in connection with such agreements or instruments,
shall not have been paid in full, such amount shall have been deemed to have
been paid to such Guarantor for the benefit of, and held in trust for the
benefit of, the Trustee or the Holders and shall forthwith be paid to the
Trustee for the benefit of itself or such Holders to be credited and applied to
the obligations in favor of the Trustee or the Holders, as the case may be,
whether matured or unmatured, in accordance with the terms of this
Indenture.  Each Guarantor acknowledges that it will receive direct
and indirect benefits from the financing arrangements contemplated by this
Indenture and that the waiver set forth in this Section 11.05 is knowingly made
in contemplation of such benefits.

     

    
      	
              SECTION
      11.06

            	
              Immediate
      Payment.

            


    

     

    Each
Guarantor agrees to make immediate payment to the Trustee on behalf of the
Holders of all Guarantee Obligations owing or payable to the respective Holders
upon receipt of a demand for payment therefor by the Trustee to such Guarantor
in writing.

     

    
      	
              SECTION
      11.07

            	
              No
      Set-Off.

            


    

     

    Each
payment to be made by a Guarantor hereunder in respect of the Guarantee
Obligations shall be payable in the currency or currencies in which such
Guarantee Obligations are denominated, and shall be made without set-off,
counterclaim, reduction or diminution of any kind or nature.

     

    
      	
              SECTION
      11.08

            	
              Guarantee Obligations
      Absolute.

            


    

     

    The
obligations of each Guarantor hereunder are and shall be absolute and
unconditional and any monies or amounts expressed to be owing or payable by each
Guarantor hereunder which may not be recoverable from such Guarantor on the
basis of a Guarantee shall be recoverable from such Guarantor as a primary
obligor and principal debtor in respect thereof.

     

    
      	
              SECTION
      11.09

            	
              Guarantee Obligations
      Continuing.

            


    

     

    The
obligations of each Guarantor hereunder shall be continuing and shall remain in
full force and effect until all such obligations have been paid and satisfied in
full.  Each Guarantor agrees with the Trustee that it will from time
to time deliver to the Trustee suitable acknowledgments of this continued
liability hereunder and under any other instrument or instruments in such form
as counsel to the Trustee may advise and as will prevent any action brought
against it in respect of any default hereunder being barred by any statute of
limitations now or hereafter in force and, in the event of the failure of a
Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and
agent of such Guarantor to make, execute and deliver such written acknowledgment
or acknowledgments or other instruments as may from time to time become
necessary or advisable, in the reasonable judgment of the Trustee on the advice
of counsel, to fully maintain and keep in force the liability of such Guarantor
hereunder.

     

    
      	
              SECTION
      11.10

            	
              Guarantee Obligations
      Not Reduced.

            


    

     

    The
obligations of each Guarantor hereunder shall not be satisfied, reduced or
discharged solely by the payment of such principal, interest, fees and other
monies or amounts as may at any time prior to discharge of this Indenture
pursuant to Article Eight be or become owing or payable under or by virtue of or
otherwise in connection with the Notes or this Indenture.


    
      
         


      

      
        -97-

        
          

        

      

      
         


      

    


    
      	
              SECTION
      11.11

            	
              Guarantee Obligations
      Reinstated.

            


    

     

    The
obligations of each Guarantor hereunder shall continue to be effective or shall
be reinstated, as the case may be, if at any time any payment which would
otherwise have reduced the obligations of any Guarantor hereunder (whether such
payment shall have been made by or on behalf of the Issuer or by or on behalf of
a Guarantor) is rescinded or reclaimed from any of the Holders upon the
insolvency, bankruptcy, liquidation or reorganization of the Issuer or any
Guarantor or otherwise, all as though such payment had not been
made.  If demand for, or acceleration of the time for, payment by the
Issuer or any other Guarantor is stayed upon the insolvency, bankruptcy,
liquidation or reorganization of the Issuer or such Guarantor, all such
Indebtedness otherwise subject to demand for payment or acceleration shall
nonetheless be payable by each Guarantor as provided herein.

     

    
      	
              SECTION
      11.12

            	
              Guarantee Obligations
      Not Affected.

            


    

     

    The
obligations of each Guarantor hereunder shall not be affected, impaired or
diminished in any way by any act, omission, matter or thing whatsoever,
occurring before, upon or after any demand for payment hereunder (and whether or
not known or consented to by any Guarantor or any of the Holders) which, but for
this provision, might constitute a whole or partial defense to a claim against
any Guarantor hereunder or might operate to release or otherwise exonerate any
Guarantor from any of its obligations hereunder or otherwise affect such
obligations, whether occasioned by default of any of the Holders or otherwise,
including:

     

    (a)           any
limitation of status or power, disability, incapacity or other circumstance
relating to the Issuer or any other Person, including any insolvency,
bankruptcy, liquidation, reorganization, readjustment, composition, dissolution,
winding-up or other proceeding involving or affecting the Issuer or any other
Person;

     

    (b)           any
irregularity, defect, unenforceability or invalidity in respect of any
indebtedness or other obligation of the Issuer or any other Person under this
Indenture, the Notes or any other document or instrument;

     

    (c)           any
failure of the Issuer or any other Guarantor, whether or not without fault on
its part, to perform or comply with any of the provisions of this Indenture
(including any Guarantee) or the Notes, or to give notice thereof to a
Guarantor;

     

    (d)           the
taking or enforcing or exercising or the refusal or neglect to take or enforce
or exercise any right or remedy from or against the Issuer or any other Person
or their respective assets or the release or discharge of any such right or
remedy;

     

    (e)           the
granting of time, renewals, extensions, compromises, concessions, waivers,
releases, discharges and other indulgences to the Issuer or any other
Person;

     

    (f)           any
change in the time, manner or place of payment of, or in any other term of, any
of the Notes, or any other amendment, variation, supplement, replacement or
waiver of, or any consent to departure from, any of the Notes or this Indenture,
including any increase or decrease in the principal amount of or interest on any
of the Notes;

     

    (g)           any
change in the ownership, control, name, objects, businesses, assets, capital
structure or constitution of the Issuer or a Guarantor;


    
      
         


      

      
        -98-

        
          

        

      

      
         


      

    


    (h)           any
merger or amalgamation of the Issuer or a Guarantor with any Person or
Persons;

     

    (i) 
          the occurrence of
any change in the laws, rules, regulations or ordinances of any jurisdiction by
any present or future action of any governmental authority or court amending,
varying, reducing or otherwise affecting, or purporting to amend, vary, reduce
or otherwise affect, any of the Guarantee Obligations or the obligations of a
Guarantor under its Guarantee; and

     

    (j)           any
other circumstance that might otherwise constitute a legal or equitable
discharge or defense of the Issuer under this Indenture or the Notes or of a
Guarantor in respect of its Guarantee.

     

    
      	
              SECTION
      11.13

            	
              Waiver.

            


    

     

    Without
in any way limiting the provisions of Section 11.01, each Guarantor hereby
waives notice of acceptance hereof, notice of any liability of any Guarantor
hereunder, notice or proof of reliance by the Holders upon the obligations of
any Guarantor hereunder, and diligence, presentment, demand for payment on the
Issuer, protest, notice of dishonor or non-payment of any of the Guarantee
Obligations, or other notice or formalities to the Issuer or any Guarantor of
any kind whatsoever.

     

    
      	
              SECTION
      11.14

            	
              No Obligation To Take
      Action Against the Issuer.

            


    

     

    Neither
the Trustee nor any other Person shall have any obligation to enforce or exhaust
any rights or remedies against the Issuer or any other Person or any property of
the Issuer or any other Person before the Trustee is entitled to demand payment
and performance by any or all Guarantors of their liabilities and obligations
under the Guarantees or otherwise under this Indenture.

     

    
      	
              SECTION
      11.15

            	
              Dealing with the
      Issuer and Others.

            


    

     

    The
Holders, without releasing, discharging, limiting or otherwise affecting in
whole or in part the obligations and liabilities of any Guarantor hereunder and
without the consent of or notice to any Guarantor, may:

     

    (a)           grant
time, renewals, extensions, compromises, concessions, waivers, releases,
discharges and other indulgences to the Issuer or any other Person;

     

    (b)           take
or abstain from taking security or collateral from the Issuer or from perfecting
security or collateral of the Issuer;

     

    (c)           release,
discharge, compromise, realize, enforce or otherwise deal with or do any act or
thing in respect of (with or without consideration) any and all collateral,
mortgages or other security given by the Issuer or any third party with respect
to the obligations or matters contemplated by this Indenture or the
Notes;

     

    (d)           accept
compromises or arrangements from the Issuer;

     

    (e)           apply
all monies at any time received from the Issuer or from any security upon such
part of the Guarantee Obligations as the Holders may see fit or change any such
application in whole or in part from time to time as the Holders may see fit;
and


    
      
         


      

      
        -99-

        
          

        

      

      
         


      

    


    (f)           otherwise
deal with, or waive or modify their right to deal with, the Issuer and all other
Persons and any security as the Holders or the Trustee may see fit.

     

    
      	
              SECTION
      11.16

            	
              Default and
      Enforcement.

            


    

     

    If any
Guarantor fails to pay in accordance with Section 11.06, the Trustee may proceed
in its name as trustee hereunder in the enforcement of the Guarantee of any such
Guarantor and such Guarantor’s other obligations thereunder by any remedy
provided by law, whether by legal proceedings or otherwise, and to recover from
such Guarantor the obligations.

     

    
      	
              SECTION
      11.17

            	
              Amendment,
      Etc.

            


    

     

    Subject
to Section 9.03 hereof, no amendment, modification or waiver of any provision of
this Indenture relating to any Guarantor or consent to any departure by any
Guarantor or any other Person from any such provision will in any event be
effective unless it is signed by such Guarantor and the Trustee.

     

    
      	
              SECTION
      11.18

            	
              Acknowledgment.

            


    

     

    Each
Guarantor hereby acknowledges communication of the terms of this Indenture and
the Notes and consents to and approves of the same.

     

    
      	
              SECTION
      11.19

            	
              Costs and
      Expenses.

            


    

     

    Each
Guarantor shall pay on demand by the Trustee any and all costs, fees and
expenses (including reasonable legal fees on a solicitor and client basis)
incurred by the Trustee, its agents, advisors and counsel or any of the Holders
in enforcing any of their rights under any Guarantee.

     

    
      	
              SECTION
      11.20

            	
              No Waiver; Cumulative
      Remedies.

            


    

     

    No
failure to exercise and no delay in exercising, on the part of the Trustee or
the Holders, any right, remedy, power or privilege hereunder or under this
Indenture or the Notes, shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder or under
this Indenture or the Notes preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  The
rights, remedies, powers and privileges in the Guarantee and under this
Indenture, the Notes and any other document or instrument between a Guarantor or
the Issuer and the Trustee are cumulative and not exclusive of any rights,
remedies, powers and privilege provided by law.

     

    
      	
              SECTION
      11.21

            	
              Survival of Guarantee
      Obligations.

            


    

     

    Without
prejudice to the survival of any of the other obligations of each Guarantor
hereunder, the obligations of each Guarantor under Section 11.01 shall survive
the payment in full of the Guarantee Obligations and shall be enforceable
against such Guarantor without regard to and without giving effect to any
defense, right of offset or counterclaim available to or which may be asserted
by the Issuer or any Guarantor.


    
      
         


      

      
        -100-

        
          

        

      

      
         


      

    


    
      	
              SECTION
      11.22

            	
              Guarantee in Addition
      to Other Guarantee
Obligations.

            


    

     

    The
obligations of each Guarantor under its Guarantee and this Indenture are in
addition to and not in substitution for any other obligations to the Trustee or
to any of the Holders in relation to this Indenture or the Notes and any
guarantees or security at any time held by or for the benefit of any of
them.

     

    ARTICLE
TWELVE

     

    MISCELLANEOUS

     

    
      	
              SECTION
      12.01

            	
              Trust Indenture Act
      Controls.

            


    

     

    If any
provision of this Indenture limits, qualifies, or conflicts with another
provision which is required or deemed to be included in this Indenture by the
Trust Indenture Act, such required or deemed provision shall
control.

     

    
      	
              SECTION
      12.02

            	
              Notices.

            


    

     

    Any
notices or other communications to the Issuer, any Guarantor or the Trustee
required or permitted hereunder shall be in writing, and shall be sufficiently
given if made by hand delivery, by nationally recognized overnight courier
service, by facsimile transmission or registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

     

    If to the
Issuer or a Guarantor:

     

    Alere
Inc.

    51 Sawyer
Road

    Waltham,
Massachusetts  02453

    
      	 	
              Attention:

            	
              Chief
      Financial Officer

            


    

    
      	 	
              Telephone:

            	
              (781)
      647-3900

            


    

    
      	 	
              Facsimile:

            	
              (781)
      647-3939

            


    

     

    With a
copy to (which copy alone shall not constitute notice):

     

    Alere
Inc.

    51 Sawyer
Road, Suite 200

    Waltham,
Massachusetts  02453

    
      	 	
              Attention:

            	
              Ellen
      Chiniara, Esq., General Counsel

            


    

    
      	 	
              Telephone:

            	
              (781)
      647-3900

            


    

    
      	 	
              Facsimile:

            	
              (781)
      647-3939

            


    


    
      
         


      

      
        -101-

        
          

        

      

      
         


      

    


    And with
a copy to (which copy alone shall not constitute notice):

     

    Foley
Hoag LLP

    Seaport
World Trade Center West

    155
Seaport Boulevard

    Boston,
Massachusetts  02210

    
      	  	
              Attention:

            	
              John
      D. Patterson, Esq.

            


    

    
      	 	
              Telephone:

            	
              (617)
      832-1000

            


    

    
      	 	
              Facsimile:

            	
              (617)
      832-7000

            


    

     

    If to the
Trustee:

     

    U.S. Bank
National Association

    100 Wall
Street, Suite 1600

    New York,
New York  10005

    
      	 	
              Attention:

            	
              Corporate
      Trust Services

            


    

    
      	 	
              Telephone:

            	
              (212)
      361-6184

            


    

    
      	 	
              Facsimile:

            	
              (212)
      809-5459

            


    

     

    Each of
the Issuer (both for itself and any Guarantor) and the Trustee by written notice
to each other such Person may designate additional or different addresses for
notices to such Person.  Any notice or communication to the Issuer,
any Guarantor and the Trustee shall be deemed to have been given or made as of
the date so delivered if personally delivered; when replied to; when receipt is
acknowledged, if sent by facsimile transmission during normal business hours of
the recipient, or, if not sent during normal business hours of the recipient, on
the Business Day after the day receipt is acknowledged; five (5) calendar days
after mailing if sent by registered or certified mail, postage prepaid (except
that a notice of change of address shall not be deemed to have been given until
actually received by the addressee); one (1) Business Day after deposit with a
nationally recognized overnight courier service guaranteeing overnight delivery
of such notice or communication.

     

    Any
notice or communication to a Holder required or permitted hereunder shall be
mailed to the Holder at the Holder’s address as it appears on the registration
books of the Registrar.

     

    Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.  If a notice or
communication is mailed in the manner provided above, within the time
prescribed, it is duly given, whether or not the addressee receives
it.

     

    If the
Issuer mails a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time.

     

    
      	
              SECTION
      12.03

            	
              Communications by
      Holders with Other Holders.

            


    

     

    Holders
may communicate pursuant to Trust Indenture Act § 312(b) with other Holders
with respect to their rights under this Indenture (including the Guarantees) or
the Notes.  The Issuer, the Trustee, the Registrar and any other
Person shall have the protection of Trust Indenture Act
§ 312(c).

     

    
      	
              SECTION
      12.04

            	
              Certificate and
      Opinion as to Conditions
Precedent.

            


    

     

    Upon any
request or application by the Issuer to the Trustee to take any action under
this Indenture, the Issuer shall furnish to the Trustee at the request of the
Trustee:


    
      
         


      

      
        -102-

        
          

        

      

      
         


      

    


    (1)           an
Officers’ Certificate, in form and substance reasonably satisfactory to the
Trustee, stating that all conditions precedent, if any, to be performed or
effected by the Issuer, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

     

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

     

    
      	
              SECTION
      12.05

            	
              Statements Required in
      Certificate or Opinion.

            


    

     

    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture, other than the Officers’ Certificate required by
Section 4.04 or a certificate provided pursuant to Trust Indenture Act §
314(a)(4), shall comply with the provisions of Trust Indenture Act § 314(e) and
shall include:

     

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

     

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

     

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

     

    (4)           a
statement as to whether or not, in the opinion of each such Person, such
condition or covenant has been complied with or satisfied;

     

    provided, however, that with respect to
matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or
certificates of public officials.

     

    
      	
              SECTION
      12.06

            	
              Rules by Trustee and
      Agents.

            


    

     

    The
Trustee may make reasonable rules for action by or a meeting of Holders of the
Notes. Any Agent may make reasonable rules and set reasonable requirements for
its functions.

     

    
      	
              SECTION
      12.07

            	
              Legal
      Holidays.

            


    

     

    If a
payment date is not a Business Day, payment may be made on the next succeeding
day that is a Business Day.

     

    
      	
              SECTION
      12.08

            	
              Governing Law; Waiver
      of Jury Trial.

            


    

     

    This
Indenture (including the Guarantees) and the Notes will be governed by and
construed in accordance with the laws of the State of New York, but without
giving effect to applicable principles of conflicts of laws to the extent that
the application of the laws of another jurisdiction would be required
thereby.


    
      
         


      

      
        -103-

        
          

        

      

      
         


      

    


    Each
of the Issuer, the Guarantors and the Trustee hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Indenture, the Notes
or the transaction contemplated hereby.

     

    
      	
              SECTION
      12.09

            	
              No Adverse
      Interpretation of Other
Agreements.

            


    

     

    This
Indenture may not be used to interpret another indenture, loan or debt agreement
of any of the Issuer or any of its Subsidiaries.  Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

     

    
      	
              SECTION
      12.10

            	
              No Recourse Against
      Others.

            


    

     

    No
director, officer, employee, incorporator, stockholder, member or manager of the
Issuer or any Guarantor shall have any liability for any obligations of the
Issuer under the Notes or this Indenture or of any Guarantor under its Guarantee
or this Indenture or for any claim based on, in respect of, or by reason of,
such obligations or their creation.  Each Holder by accepting a Note
waives and releases all such liability.  Such waiver and release are
part of the consideration for issuance of the Notes.

     

    
      	
              SECTION
      12.11

            	
              Successors.

            


    

     

    All
agreements of the Issuer and the Guarantors in this Indenture (including the
Guarantees) and the Notes shall bind their respective successors.  All
agreements of the Trustee in this Indenture shall bind its
successor.

     

    
      	
              SECTION
      12.12

            	
              Duplicate
      Originals.

            


    

     

    All
parties may sign any number of copies of this Indenture.  Each signed
copy or counterpart shall be an original, but all of them together shall
represent the same agreement.  The exchange of copies of this
Indenture and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Indenture as to the parties
hereto and may be used in lieu of the original Indenture for all
purposes.  Signatures of the parties hereto transmitted by facsimile
or PDF shall be deemed to be their original signatures for all
purposes.

     

    
      	
              SECTION
      12.13

            	
              Severability.

            


    

     

    To the
extent permitted by applicable law, in case any one or more of the provisions in
this Indenture (including the Guarantees) or in the Notes shall be held invalid,
illegal or unenforceable, in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the
fullest extent permitted by law.

     

    
      	
              SECTION
      12.14

            	
              Force
      Majeure.

            


    

     

    In no
event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.


    
      
         


      

      
        -104-

        
          

        

      

      
         


      

    


    
      	
              SECTION
      12.15

            	
              U.S.A. Patriot
      Act.

            


    

     

    The
parties hereto acknowledge that, in accordance with Section 326 of the U.S.A.
Patriot Act, the Trustee, like all financial institutions and in order to help
fight the funding of terrorism and money laundering, is required to obtain,
verify, and record information that identifies each person or legal entity that
establishes a relationship or opens an account with the Trustee.  The
parties to this Indenture agree that they will provide the Trustee with such
information as it may request in order for the Trustee to satisfy the
requirements of the U.S.A. Patriot Act.


    
      
         


      

      
        -105-

        
          

        

      

      
         


      

    

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

    


    
      
        
          
            	
                    ALERE
      INC.

                  
	 
	
                    By:

                  	
                    /s/ David A. Teitel

                  
	
                    Name:  David
      A. Teitel

                  
	
                    Title:
      Chief Financial
Officer

                  


          

        

      

    

     

    Signature
Pages to Supplemental Indenture


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                As
      Guarantors:

              
	 
      
	
                ALERE
      HEALTH, LLC

              
	
                ALERE
      HEALTHCARE OF ILLINOIS, INC.

              
	
                ALERE
      HEALTH IMPROVEMENT COMPANY

              
	
                ALERE
      HEALTH SYSTEMS, INC.

              
	
                ALERE
      HOME MONITORING, INC.

              
	
                ALERE
      INTERNATIONAL HOLDING CORP.

              
	
                ALERE
      MEDICAL, INC.

              
	
                ALERE
      NEWCO, INC.

              
	
                ALERE
      NEWCO II, INC.

              
	
                ALERE
      NORTH AMERICA, INC.

              
	
                ALERE
      SAN DIEGO, INC.

              
	
                ALERE
      SCARBOROUGH, INC.

              
	
                ALERE
      US HOLDINGS, LLC

              
	
                ALERE
      WELLOLOGY, INC.

              
	
                ALERE
      WOMEN’S AND CHILDREN’S HEALTH, LLC

              
	 
      	 
      
	
                By:

              	
                
                  /s/ David A.
Teitel

                

              
	 
      	
                Name:
      David A. Teitel

              
	 
      	
                Title
      (respectively):  Vice President and
Treasurer;

              
	 
      	
                Vice
      President, Finance; Vice President,

              
	 
      	
                Finance;
      Vice President and Treasurer; Vice

              
	 
      	
                President,
      Finance; President; Vice

              
	 
      	
                President
      and Treasurer; President;

              
	 
      	
                President;
      Vice President, Finance; Vice

              
	 
      	
                President,
      Finance; Vice President, Finance;

              
	 
      	
                President;
      Vice President, Finance; Vice

              
	 
      	
                President,
      Finance

              


      

    

    
 

    Signature
Pages to Supplemental Indenture

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                GUARANTORS
      (continued):

              
	 
      
	
                AMEDITECH
      INC.

              
	
                APPLIED
      BIOTECH, INC.

              
	
                BINAX,
      INC.

              
	
                BIOSITE
      INCORPORATED

              
	
                CHOLESTECH
      CORPORATION

              
	
                FIRST
      CHECK DIAGNOSTICS CORP.

              
	
                FIRST
      CHECK ECOM, INC.

              
	
                FREE
      & CLEAR, INC.

              
	
                GENECARE
      MEDICAL GENETICS CENTER, INC.

              
	
                HEMOSENSE,
      INC.

              
	
                INNOVACON,
      INC.

              
	
                INSTANT
      TECHNOLOGIES, INC.

              
	
                INVERNESS
      MEDICAL, LLC

              
	
                INVERNESS
      MEDICAL - BIOSTAR INC.

              
	
                IVC
      INDUSTRIES, INC.

              
	
                MATRITECH,
      INC.

              
	
                OSTEX
      INTERNATIONAL, INC.

              
	
                QUALITY
      ASSURED SERVICES, INC.

              
	
                REDWOOD
      TOXICOLOGY LABORATORY, INC.

              
	
                RMD
      NETWORKS, INC.

              
	
                RTL
      HOLDINGS, INC.

              
	
                SELFCARE
      TECHNOLOGY, INC.

              
	
                WAMPOLE
      LABORATORIES, LLC

              
	
                ZYCARE,
      INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ David A.
Teitel

                

              
	 
      	
                Name:
      David A. Teitel

              
	 
      	
                Title
      (respectively):  General Manager; Vice

              
	 
      	
                President;
      Vice President, Finance; Vice

              
	 
      	
                President,
      Finance; Vice President, Finance;

              
	 
      	
                Vice
      President, Finance; Vice President; Vice

              
	 
      	
                President,
      Finance; Vice President and

              
	 
      	
                Treasurer;
      Treasurer; Vice President, Finance;

              
	 
      	
                Vice
      President, Finance; Vice President,

              
	 
      	
                Finance;
      Vice President, Finance; Vice

              
	 
      	
                President;
      Vice President, Finance; Vice

              
	 
      	
                President,
      Finance; Vice President, Finance;

              
	 
      	
                Vice
      President, Finance; Vice President,

              
	 
      	
                Finance
      and Treasurer; Vice President, Finance;

              
	 
      	
                Vice
      President, Finance; Vice President; Chief

              
	 
      	
                Financial
      Officer and Treasurer

              


      

    

     

    
      Signature
Pages to Supplemental Indenture


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                GUARANTORS
      (continued):

              
	 
      
	
                ALERE
      TOXICOLOGY SERVICES, INC.

              
	
                LABORATORY
      SPECIALISTS OF AMERICA, INC.

              
	
                SCIENTIFIC
      TESTING LABORATORIES, INC.

              
	 
      
	
                By:

              	
                /s/ Ellen V. Chiniara

              
	 
      	
                Name:
      Ellen V. Chiniara

              
	 
      	
                Title
      (respectively):  Secretary; Secretary;
  Secretary

              


      

    

     

    Signature
Pages to Supplemental Indenture


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  GUARANTORS
      (continued):

                
	 
      
	
                  MATRIA
      OF NEW YORK, INC.

                
	 
	
                  By:

                	
                  /s/ Tom Underwood

                
	 
      	
                  Name:  Tom
      Underwood

                
	 
      	
                  Title: President

                


        

      

    

     

    Signature
Pages to Supplemental Indenture


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          	
                  U.S.
      BANK NATIONAL ASSOCIATION,

                
	
                  as
      Trustee

                
	 
	
                  By:

                	
                  /s/ Thomas E. Tabor

                
	 
      	
                  Name:
      Thomas E. Tabor

                
	 
      	
                  Its:
      Vice President

                


        

      

    

    
      
      

    

     

    Signature
Pages to Supplemental Indenture


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    [Insert
the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

     

    [Insert
the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture]

     

    [Insert
the Regulation S Legend, if applicable pursuant to the provisions of the
Indenture]


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    ALERE
INC.

    8.625%
Senior Subordinated Notes due 2018

     

    CUSIP
No.     [__________]

    ISIN No.
[__________]

    
      
        	
                No.

              	
                $                
      

              


      

    

     

    ALERE
INC., a Delaware corporation (the “Issuer”), for value received
promises to pay to _______________ or its registered assigns, the principal sum
of
[                                                        ]
[or such other amount as is provided in a schedule attached hereto]1 on October 1,
2018.

     

    Interest
Payment Dates: April 1 and October 1.

     

    Record
Dates:  March 15 and September 15.

     

    Reference
is made to the further provisions of this Note contained herein, which will for
all purposes have the same effect as if set forth at this place.

     

    IN
WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by
facsimile by its duly authorized officer.

     

    Dated:

     

    
      
        
          	
                  ALERE
      INC.,

                
	
                  as
      Issuer

                
	 
	
                  By:

                	
                     

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    
       

      
        

      

    

    
      
        	
                1

              	
                This
      language should be included only if the Note is issued as a Global
      Note.

              


      

      

        
          
             


          

          
            A-2

            
              

            

          

          
             


          

        

      

    

     

    [FORM OF
TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

     

    This is
one of the 8.625% Senior Subordinated Notes due 2018 described in the
within-mentioned Indenture.

     

    Dated:

     

    
      
        
          	
                  U.S.
      BANK NATIONAL ASSOCIATION,

                
	
                  as
      Trustee

                
	 
	
                  By:

                	
                      

                
	 
      	
                  Authorized
      Signatory

                


        

      

    


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    (Reverse
of Note)


     

    8.625%
Senior Subordinated Notes due 2018

     

    Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.

     

    SECTION
1.  Interest.  Alere
Inc., a Delaware corporation (the “Issuer”), promises to pay
interest on the principal amount of this Note at 8.625% per annum from September 21,
20102 until
maturity.  The Issuer will pay interest semi-annually on April 1 and
October 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an “Interest Payment Date”),
commencing April 1, 20112.  Interest
on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from September 21, 20102.  The
Issuer shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand to the extent lawful at the interest rate applicable to the
Notes; it shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard to
any applicable grace periods) from time to time on demand at the same rate to
the extent lawful.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.

     

    SECTION
2.  Method
of Payment.  The Issuer will pay interest on the Notes to the
Persons who are registered Holders of Notes at the close of business on the
March 15 or September 15 next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest.  The Notes will be issued in minimum denominations
of $2,000 and integral multiples of $1,000.  The Issuer shall pay
principal, premium, if any, and interest on the Notes 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.  Principal, premium, if any, and
interest on the Notes will be payable at the office or agency of the Issuer
maintained for such purpose except that, at the option of the Issuer, the
payment of interest may be made by check mailed to the Holders of the Notes at
their respective addresses set forth in the register of Holders of Notes; provided, however, that for Holders
that have given wire transfer instructions to the Issuer at least ten (10)
Business Days prior to the applicable payment date, the Issuer will make all
payments of principal, premium, if any, and interest by wire transfer of
immediately available funds to the accounts specified by the Holders
thereof.  Until otherwise designated by the Issuer, the Issuer’s
office or agency in New York will be the office of the Trustee maintained for
such purpose.

     

    SECTION
3.  Paying
Agent and Registrar.  Initially, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Issuer may change any Paying Agent or Registrar
without notice to any Holder.  Except as provided in the Indenture,
the Issuer or any of its Subsidiaries may act in any such capacity.

    
       

      
        

      

    

    
      
        	
                2

              	
                Date
      to be used in the case of the Initial Notes; date may be revised as
      appropriate in the case of any Additional Notes or Exchange
      Notes.

              


      

      

        
          
             


          

          
            A-4

            
              

            

          

          
             


          

        

      

    

     

    SECTION
4.  Indenture and
Subordination.  The Issuer issued the Notes under an Indenture
dated as of May 12, 2009, as amended, supplemented and modified by a Ninth
Supplemental Indenture dated as of September 21, 2010 (as so amended,
supplemented and modified, the “Indenture”), by and among the
Issuer, the Guarantors and the Trustee.  The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code §§ 77aaa-77bbbb) (the “Trust Indenture
Act”).  The Notes are subject to all such terms, and Holders
are referred to the Indenture and the Trust Indenture Act for a statement of
such terms.  To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling.  The payment of the Notes will, to the
extent set forth in the Indenture, be subordinated in right of payment to the
prior payment in full in cash or cash equivalents of all Senior
Debt.

     

    SECTION
5.  Optional
Redemption.  Except as set forth in Section 6 or
Section 7 hereof, the Notes will not be redeemable at the Issuer’s option
prior to October 1, 2014.  On or after October 1, 2014, the Notes will
be subject to redemption at any time (which may be more than once) at the option
of the Issuer, in whole or in part, upon not less than thirty (30) nor more than
sixty (60) days’ notice, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid
interest thereon, if any, to but excluding the applicable Redemption Date, if
redeemed during the twelve-month period beginning on October 1 of the years
indicated below:

     

    
      
        
          
            
              
                	
                        Year

                      	 	
                        Percentage

                      	 
	 	 	 	 
	
                        2014

                      	 	 	104.313	%
	
                        2015

                      	 	 	102.156	%
	
                        2016 and
      thereafter

                      	 	 	100.000	%


              

            

          

        

      

    

    


    SECTION
6.  Optional
Redemption with Proceeds from Equity Offerings.  At any time
(which may be more than once) prior to October 1, 2013, the Issuer may redeem up
to 35% of the aggregate principal amount of Notes, upon not less than thirty
(30) nor more than sixty (60) days’ notice, with the net cash proceeds of one or
more Qualified Equity Offerings at a redemption price equal to 108.625% of the
principal amount of the Notes to be redeemed, plus accrued and unpaid
interest thereon, if any, to but excluding the applicable Redemption Date; provided, however, that (i) at least
65% of the aggregate principal amount of Notes issued under the Indenture
remains outstanding immediately after the occurrence of such redemption and
(ii) such redemption shall occur within ninety (90) days of the date of the
closing of any such Qualified Equity Offering.

     

    SECTION
7.  Make-whole
Redemption.  At any time (which may be more than once) prior to
October 1, 2014, the Issuer may redeem all or a part of the Notes, upon not less
than thirty (30) nor more than sixty (60) days’ notice, at a Redemption Price
equal to 100% of the principal amount (or portion thereof) of the Notes to be
redeemed plus the
Applicable Premium as of, and accrued and unpaid interest, if any, to but
excluding, the applicable Redemption Date.  “Applicable Premium” means,
with respect to the principal amount of any Note to be redeemed pursuant to this
Section 7 on any Redemption Date, the greater of:  (1) 1.0% of the
principal amount (or portion thereof) of such Note to be redeemed; and
(2) the excess, if any, of (a) the present value at such Redemption Date of
(i) the Redemption Price of such Note (or portion of the principal amount
thereof to be redeemed) at October 1, 2014 as set forth in the table in Section
5 hereof, plus
(ii) all required interest payments due on such Note (or portion of the
principal amount thereof to be redeemed) through October 1, 2014 (excluding
accrued but unpaid interest to such Redemption Date), computed using a discount
rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over
(b) the then outstanding principal amount (or portion thereof) of such Note to
be redeemed.  “Treasury Rate” means, as of
any Redemption Date, the yield to maturity as of such Redemption Date of United
States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two (2) Business Days prior to such
Redemption Date (or, if such Statistical Release is no longer published, any
publicly available source of similar market data)) most nearly equal to the
period from such Redemption Date to October 1, 2014; provided, however, that if the period
from such Redemption Date to October 1, 2014 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year will be used.


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    SECTION
8.  Notice
of Redemption.  Notice of redemption will be mailed by first
class mail at least thirty (30) days but not more than sixty (60) days before
the applicable Redemption Date to each Holder of Notes to be redeemed at its
registered address.  Notes in denominations larger than $2,000 may be
redeemed in part.  If any Note is to be redeemed in part only, the
notice of redemption that relates to such Note shall state the portion of the
principal amount thereof to be redeemed.  A new Note in principal
amount equal to the unredeemed portion thereof will be issued in the name of the
Holder thereof upon cancellation of the original Note.  On and after
such Redemption Date interest ceases to accrue on Notes or portions thereof
called for redemption.

     

    SECTION
9.  Mandatory
Redemption.  The Issuer shall
not be required to make mandatory redemption payments with respect to the
Notes.

     

    SECTION
10.  Repurchase at Option of
Holder.  Upon the
occurrence of a Change of Control, and subject to certain conditions set forth
in the Indenture, the Issuer will be required to offer to purchase all of the
outstanding Notes at a purchase price equal to 101% of the principal amount
thereof, plus accrued
and unpaid interest, if any, thereon to the date of repurchase.

     

    The
Issuer is, subject to certain conditions and exceptions set forth in the
Indenture, obligated to make an offer to purchase Notes at 100% of their
principal amount, plus
accrued and unpaid interest, if any, thereon to the date of repurchase, with
certain net cash proceeds of certain sales or other dispositions of assets in
accordance with the Indenture.

     

    SECTION
11.  Denominations, Transfer,
Exchange.  The Notes are in registered form without coupons in
minimum denominations of $2,000 and integral multiples of $1,000.  The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture.  The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture.  The Issuer and the Registrar are not
required to transfer or exchange any Note selected for
redemption.  Also, the Issuer and the Registrar are not required to
transfer or exchange any Notes for a period of fifteen (15) days before a
selection of Notes to be redeemed.

     

    SECTION
12.  Persons
Deemed Owners.  The registered Holder of a Note may be treated
as its owner for all purposes.

     

    SECTION
13.  Amendment, Supplement and
Waiver.  Subject to certain exceptions, the Indenture and the
Notes may be amended or supplemented with the written consent of the Holders of
at least a majority in aggregate principal amount of the Notes then outstanding,
and compliance with any provision may be waived with the consent of the Holders
of at least a majority in aggregate principal amount of the Notes then
outstanding.  Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture and the Notes to, among other
things, cure any ambiguity, defect or inconsistency in the Indenture, provide
for uncertificated Notes in addition to or in place of certificated Notes,
comply with any requirements of the SEC in connection with the qualification of
the Indenture under, and otherwise comply with, the Trust Indenture Act, or make
any change that does not materially adversely affect the rights of any Holder
under the Indenture or the Notes.


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    

     

    SECTION
14.  Defaults and
Remedies.  If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least twenty-five percent (25%) in principal amount
of the then outstanding Notes generally may by written notice to the Issuer and
the Trustee declare all the Notes to be due and payable, whereupon the Notes
shall become due and payable at the time provided in Section 6.02 of the
Indenture.  Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency as set forth in
the Indenture, with respect to the Issuer or any Significant Subsidiary, all
outstanding Notes will become due and payable without further action or
notice.  Holders of the Notes may not enforce the Indenture or the
Notes except as provided in the Indenture.  Subject to certain
limitations, Holders of at least a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from Holders of the Notes notice of
any continuing Default (except a Default relating to the payment of principal or
interest, including an accelerated payment or the failure to make a payment on
the Change of Control Payment Date or the Net Proceeds Payment Date pursuant to
a Net Proceeds Offer, or a Default in complying with the provisions of Article
Five of the Indenture) if it determines in good faith that withholding notice is
in their interest.  The Holders of at least a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default and its
consequences under the Indenture except a continuing Default in the payment of
interest on, or the principal of, or the premium, if any, on, the
Notes.

     

    SECTION
15.  Restrictive
Covenants.  The Indenture contains certain covenants that,
among other things, limit the ability of the Issuer and its Restricted
Subsidiaries to make restricted payments, to incur indebtedness, to create
liens, to sell assets, to permit restrictions on dividends and other payments by
Restricted Subsidiaries of the Issuer, to consolidate, merge or sell all or
substantially all of its assets or to engage in transactions with
affiliates.  The limitations are subject to a number of important
qualifications and exceptions.  The Issuer must annually report to the
Trustee on compliance with such limitations and other provisions in the
Indenture.

     

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

     

    SECTION
17.  Guarantees.  This
Note will be entitled to the benefits of certain Guarantees made for the benefit
of the Holders by the Guarantors pursuant to the Indenture.  Reference
is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and obligations thereunder of the Guarantors, the
Trustee and the Holders.

     

    SECTION
18.  Trustee
Dealings with the Issuer.  Subject to certain terms, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with the Issuer, its
Subsidiaries or their respective Affiliates as if it were not the
Trustee.

     

    SECTION
19.  Authentication.  This
Note shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.

     

    SECTION
20.  Abbreviations.  Customary
abbreviations may be used in the name of a Holder or an assignee, such
as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entirety), JT TEN (= joint tenants with right of survivorship and not as tenants
in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).


    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    


    


     

    SECTION
21.  Additional
Rights of Holders of Restricted Securities.  Pursuant to, but
subject to the terms and conditions of and the exceptions in, the Registration
Rights Agreement, the Issuer and the Guarantors will be obligated to consummate
the Exchange Offer pursuant to which the Holder of this Note shall be permitted
to exchange this Note for a note of the Issuer which shall have been registered
under the Securities Act, in like principal amount and having terms identical in
all material respects to this Note (except that such note shall not be entitled
to Additional Interest and shall not contain terms with respect to transfer
restrictions).  The Holders shall be entitled to receive certain
Additional Interest in the event the Exchange Offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
the Registration Rights Agreement and the Indenture.3

     

    SECTION
22.  CUSIP
and ISIN Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Issuer has
caused CUSIP or ISIN numbers to be printed on the Notes and the Trustee may use
CUSIP or ISIN numbers in notices of redemption as a convenience to
Holders.  No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed
thereon.

     

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

     

    The
Issuer will furnish to any Holder upon written request and without charge a copy
of the Indenture.

     

    
      
        

      

    

    
      
        	
                3

              	
                This
      Section not to appear on (i) Additional Notes unless required by the terms
      of the offering of such Additional Notes or (ii) Exchange
      Notes.

              


      

      

        
          
             


          

          
            A-8

            
              

            

          

          
             


          

        

      

    

    ASSIGNMENT
FORM

     

    I or we
assign and transfer this Note to:

     

      
        

      

    

     

    
      

    

     

      
        

      

    

    (Print or
type name, address and zip code of assignee or transferee)

     

      
        

      

    

    (Insert
Social Security or other identifying number of assignee or
transferee)

     

    and
irrevocably appoint _______________________________________ agent to transfer
this Note on the books of the Issuer.  The agent may substitute
another to act for him.

     

    
      
        	
                Dated:  _________________

              	      	
                Signed:

              	
                   

              
	 
      	 
      	 
      	
                (Sign
      exactly as name appears on the other side of this
  Note)

              


      

    

     

    Signature
Guarantee:  ___________________________________________

    Participant
in a recognized Signature Guarantee

    Medallion
Program (or other signature guarantor 

    program
reasonably acceptable to the Trustee)

     

    In
connection with any transfer of this Note occurring prior to the date which is
the date following the first anniversary of the original issuance of this Note,
the undersigned confirms that it has not utilized any general solicitation or
general advertising in connection with the transfer and is making the transfer
pursuant to one of the following:

     

    [Check
One]

     

    
      
        
          
            
              
                
                  
                    	
                            (1)
      ___

                          	 	
                            to
      the Issuer or a subsidiary thereof; or

                          
	 	 	 
	
                            (2)
      ___

                          	 	
                            to
      a person who the transferor reasonably believes is a “qualified
      institutional buyer” pursuant to and in compliance with Rule 144A under
      the Securities Act; or

                          
	 	 	 
	
                            (3)
      ___

                          	 	
                            to
      an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
      (3) or (7) under the Securities Act) that has furnished to the Trustee a
      signed letter containing certain representations and agreements (the form
      of which letter can be obtained from the Trustee); or

                          
	 	 	 
	
                            (4)
      ___

                          	 	
                            outside
      the United States to a non-“U.S. person” as defined in Rule 902 of
      Regulation S under the Securities Act in compliance with Rule 904 of
      Regulation S under the Securities Act; or

                          
	 	 	 
	
                            (5)
      ___

                          	 	
                            pursuant
      to the exemption from registration provided by Rule 144 under the
      Securities Act; or

                          
	 	 	 
	
                            (6)
      ___

                          	 	
                            pursuant
      to an effective registration statement under the Securities
      Act.

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        A-9

        
          

        

      

      
         


      

    

     

    and
unless the box below is checked, the undersigned confirms that such Note is not
being transferred to an “affiliate” of the Issuer as defined in Rule 144 under
the Securities Act (an “Affiliate”):

     

     ̈           The
transferee is an Affiliate of the Issuer.

     

    Unless
one of the foregoing items (1) through (6) is checked, the Trustee will refuse
to register any of the Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if
item (3), (4) or (5) is checked, the Issuer or the Trustee may require, prior to
registering any such transfer of the Notes, in their sole discretion, such
written legal opinions, certifications (including an investment letter in the
case of item (3) or (4)) and other information as the Trustee or the Issuer
has reasonably requested 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.

     

    If none
of the foregoing items (1) through (6) is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall have
been satisfied.

     

    
      
        	
                Dated:  _________________

              	 
      	
                Signed:

              	
                   

              
	 
      	 
      	 
      	
                (Sign
      exactly as name appears on the other side of this
  Note)

              


      

    

     

    Signature
Guarantee:  ___________________________________________

    Participant
in a recognized Signature Guarantee

    Medallion
Program (or other signature guarantor 

    program
reasonably acceptable to the Trustee)

     

    TO BE
COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

     

    The
undersigned represents and warrants that it is purchasing this Note for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act and is aware that the
sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Issuer as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon the undersigned’s foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.

     

    Dated:

     

    NOTICE:  To
be executed by an executive officer


    
      
         


      

      
        A-10

        
          

        

      

      
         


      

    


    OPTION OF
HOLDER TO ELECT PURCHASE

     

    If you
want to elect to have this Note purchased by the Issuer pursuant to
Section 4.06 or Section 4.10 of the Indenture, check the appropriate
box below:

     

    Section 4.06
[      ]                                           Section 4.10
[       ]

     

    If you
want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.06 or Section 4.10 of the Indenture, state the amount (in
minimum denominations of $2,000 and integral multiples of
$1,000):  $___________

     

    
      
        	
                Dated:  _________________

              	 
      	
                Signed:

              	
                    

              
	 
      	 
      	 
      	
                (Sign
      exactly as name appears on the other side of this
  Note)

              


      

    

     

    Signature
Guarantee:  ___________________________________________

    Participant
in a recognized Signature Guarantee

    Medallion
Program (or other signature guarantor 

    program
reasonably acceptable to the Trustee)


    
      
         


      

      
        A-11

        
          

        

      

      
         


      

    


    SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE4

     

    The
following exchanges of a part of this Global Note for an interest in another
Global Note or for a Physical Note, or exchanges of a part of another Global
Note or Physical Note for an interest in this Global Note, have been
made:

     

    
      
        	
                
                  Date of

                  Exchange

                

              	 
      	
                
                  Amount of

                  decrease in

                  Principal Amount

                  of this Global Note

                

              	 
      	
                
                  Amount of

                  increase in

                  Principal Amount

                  of this Global Note

                

              	 
      	
                
                  Principal Amount

                  of this Global Note

                  following such

                  decrease (or increase)

                

              	 
      	
                
                  Signature of

                  authorized officer

                  of Trustee or

                  Note Custodian

                

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
      	
                  

              	 
      	
                  

              	 
      	
                  

              	 
      	
                  

              	 
      


      

    

    
       

      
        

      

    

    
      
        	
                4

              	
                This
      schedule should be included only if the Note is issued as a Global
      Note.

              


      

      

        
          
             


          

          
            A-12

            
              

            

          

          
             


          

        

      

       

    

    EXHIBIT
B

     

    FORMS OF
LEGENDS

     

    Each
Global Note and Physical Note that constitutes a Restricted Security (other than
a Regulation S Global Note or a Physical Note representing Notes sold to a
Non-U.S. Person in reliance on Regulation S) shall bear the following legend
(the “Private Placement
Legend”) on the face thereof until after the first anniversary of the
original date of issuance of such Note, unless otherwise agreed by the Issuer
and the Holder thereof or if such legend is no longer required by
Section 2.16(f) of the Indenture:

     

    THIS NOTE
(OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.

     

    THE
HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 904 UNDER THE
SECURITIES ACT, (III) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
MEANING OF SUBPARAGRAPH (a)(1),(2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH
A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY JURISDICTION IN THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

     

    Each
Regulation S Global Note and each Physical Note representing Notes sold to a
Non-U.S. Person in reliance on Regulation S shall bear the following legend on
the face thereof (the “Regulation S Legend”), until
receipt by the Issuer and the Trustee of a certificate substantially in the form
of Exhibit D
hereto:


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    

     

    THIS NOTE
(OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND MAY NOT BE OFFERRED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE SECURITIES LAWS OF
JURISDICTIONS OF THE UNITED STATES. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO
THEM IN REGULATION S UNDER THE SECURITIES ACT.

     

    Each
Global Note authenticated and delivered hereunder shall also bear the following
legend (the “Global Note
Legend”):

     

    THIS NOTE
IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A
SUCCESSOR DEPOSITORY.  THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO
A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     

    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.

     

    TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE
INDENTURE.


    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    FORM
OF CERTIFICATE TO BE

    DELIVERED
IN CONNECTION WITH

    TRANSFERS
TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS

     

                      ,
     

     

    U.S. Bank
National Association

    100 Wall
Street, Suite 1600

    New York,
New York  10005

    Attention:  
Corporate Trust Services

     

    Ladies
and Gentlemen:

     

    In
connection with our proposed purchase of 8.625% Senior Subordinated Notes due
2018 (the “Notes”) of
ALERE INC., a Delaware corporation (the “Issuer”), we confirm
that:

     

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

     

    2.           We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes may not be offered, sold, pledged or
otherwise transferred except as permitted in the following
sentence.  We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell, offer,
pledge or otherwise transfer any Notes, we will do so only (i) inside the United
States in a transaction meeting the requirements of Rule 144A under the
Securities Act to a person whom we reasonably believe to be a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act),
(ii) inside the United States to an institutional “accredited investor” (as
defined below) that is purchasing at least $100,000 of Notes for its own account
or for the account of an institutional accredited investor and who, prior to
such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to the Trustee (as defined in the Indenture) a signed letter
containing certain representations and agreements relating to the restrictions
on transfer of the Notes (the form of which letter can be obtained from the
Trustee), (iii) outside the United States to a person that is not a U.S. person
(as defined in Rule 902 under the Securities Act) in accordance with Regulation
S promulgated under the Securities Act, (iv) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if available) or
(v) pursuant to an effective registration statement under the Securities
Act, and we further agree to provide to any person purchasing any of the Notes
from us a notice advising such purchaser that resales of the Notes are
restricted as stated herein.


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    3.           We
are not acquiring the Notes for or on behalf of, and will not transfer the Notes
to, any employee benefit plan subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), any plan, individual
retirement accounts or other arrangements subject to Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), or provisions under
any federal, state, local, or non-U.S. or other laws or regulations that are
similar to such provisions of ERISA or the Code or any entity whose underlying
assets are considered to include “plan assets” of such plans, accounts or
arrangements, except as permitted in the sections entitled “Notice to investors”
of the Offering Memorandum.

     

    4.           We
understand that, on any proposed resale of any Notes, we will be required to
furnish to the Trustee and the Issuer such certification, legal opinions and
other information as the Trustee and the Issuer may reasonably require to
confirm that the proposed sale complies with the foregoing
restrictions.  We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

     

    5.           We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act) and have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we and any accounts for
which we are acting are each able to bear the economic risk of our or their
investment, as the case may be.

     

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

     

    You, as
Trustee, the Issuer, counsel for the Issuer and others are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.

     

    
      
        
          
            
              	
                      Very
      truly yours,

                    
	 
	
                      [Name
      of Transferee]

                    
	 
      	 
      
	
                      By:

                    	
                         

                    
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      

    

     

    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    FORM
OF CERTIFICATE TO BE DELIVERED

    IN
CONNECTION WITH TRANSFERS

          PURSUANT
TO REGULATION S     

     

                    ,
     

     

    U.S. Bank
National Association

    100 Wall
Street, Suite 1600

    New York,
New York  10005

    Attention:  
Corporate Trust Services

     

    
      	
               
      

            	
              Re:

            	
              Alere
      Inc. (the “Issuer”)

            


    

    
      	
               
      

            	
              8.625% Senior
      Subordinated Notes due 2018 (the “Notes”) 

            


    

     

    Ladies
and Gentlemen:

     

    In
connection with our proposed sale of
$[                         ]
aggregate principal amount of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S (“Regulation S”) under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, we represent that:

     

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

     

    (2)           either
(a) at the time the buy offer was originated, the transferee was outside the
United States or we and any person acting on our behalf reasonably believed that
the transferee was outside the United States, or (b) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither we nor any person acting on our behalf knows that the
transaction has been prearranged with a buyer in the United States;

     

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

     

    (4)           the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and

     

    (5)           we
have advised the transferee of the transfer restrictions applicable to the
Notes.


    
      
         


      

      
        D-1

        
          

        

      

      
         


      

    


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

     

    
      
        
          	
                  Very
      truly yours,

                
	 
	
                  [Name
      of Transferor]

                
	 
      
	
                  By:

                	
                     

                
	 
      	
                  Authorized
      Signatory

                


        

      

    

     

    
      
         


      

      
        D-2

        
          

        

      

      
         


      

    


    EXHIBIT
E

     

    FORM OF
SUPPLEMENTAL INDENTURE

     

    SUPPLEMENTAL
INDENTURE (this “Supplemental
Indenture”), dated as of ____________, 20___, among [SUBSIDIARY
GUARANTOR] (the “New
Guarantor”), a Subsidiary of Alere Inc. (or its successor) (the “Issuer”), ALERE INC., a
Delaware corporation, on behalf of itself and the Guarantors (the “Existing Guarantors”) under
the Indenture referred to below, and U.S. BANK NATIONAL ASSOCIATION, as Trustee
under the Indenture referred to below (the “Trustee”).

     

    WITNESSETH:

     

    WHEREAS
the Issuer has heretofore executed and delivered an Indenture dated as of May
12, 2009, as amended, supplemented and modified by a Ninth Supplemental
Indenture dated as of September 21, 2010 (as so amended, supplemented or
modified, and as further amended, supplemented or modified to date, the “Indenture”), by and among the
Issuer, the Existing Guarantors and the Trustee, providing for the issuance of
8.625% Senior Subordinated Notes due 2018 (the “Notes”);

     

    WHEREAS
Section 4.13 of the Indenture provides that under certain circumstances the
Issuer is required to cause the New Guarantor to execute and deliver to the
Trustee a supplemental indenture pursuant to which the New Guarantor shall
unconditionally and irrevocably guarantee all of the Issuer’s obligations under
the Notes pursuant to a guarantee on the terms and conditions set forth herein;
and

     

    WHEREAS
pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer and the
Existing Guarantors are authorized to execute and deliver this Supplemental
Indenture;

     

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

     

    SECTION
1.  Definitions.  For
all purposes of this Supplemental Indenture, except as otherwise herein
expressly provided or unless the context otherwise requires: (i) the terms and
expressions used herein shall have the same meanings as corresponding terms and
expressions used in the Indenture; and (ii) the words “herein,” “hereof” and
“hereby” and other words of similar import used in this Supplemental Indenture
refer to this Supplemental Indenture as a whole and not to any particular
section hereof.

     

    SECTION
2.  Agreement to
Guarantee.  The New Guarantor hereby unconditionally and
irrevocably agrees, jointly and severally with all other Guarantors, to
guarantee the Issuer’s obligations under the Notes and the Indenture on the
terms and subject to the conditions set forth in Article Eleven of the Indenture
and to be bound by all other applicable provisions of the
Indenture.

     

    SECTION
3.  Ratification of Indenture;
Supplemental Indenture Part of Indenture. Except as expressly amended
hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect.
This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of Notes heretofore or hereafter authenticated and delivered
shall be bound hereby.


    
      
         


      

      
        E-1

        
          

        

      

      
         


      

    

     

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

     

    SECTION
5.  Trustee
Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture or for the recitals
contained herein.

     

    SECTION
6.  Counterparts. The
parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

     

    SECTION
7.  Effect
of Headings. The Section headings herein are for convenience only and
shall not effect the construction thereof.

     

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

     

    
      
        
          	
                  [NEW
      SUBSIDIARY GUARANTOR],

                
	
                  as
      the New Guarantor

                
	 
	
                  By:

                	
                     

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                
	 
      
	
                  ALERE
      INC.,

                
	
                  on
      behalf of itself and the Existing Guarantors

                
	 
      
	
                  By:

                	
                     

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
        E-2

        
          

        

      

      
         


      

    

     

    
      
        	
                U.S.
      BANK NATIONAL ASSOCATION,

              
	
                as
      Trustee

              
	 
      
	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    
      
         


      

      
        E-3