SUPPLEMENTAL INDENTURE, DATED APRIL 12, 2004, TO THE INDENTURED DATED 4/4/2001



 EXHIBIT 4.5 
  

INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS 
  
 This Supplemental Indenture, dated as of April 12, 2004 (this “Supplemental Indenture” or “Guarantee”), among ARG
Services LLC, EP Scientific Products LLC, and PACTECH, LLC (the “New Guarantors”), Apogent Technologies Inc. (together with its successors and assigns, the “Company”), each other then existing Subsidiary
Guarantor under the Indenture referred to below, and The Bank of New York, a New York banking corporation, as Trustee under the Indenture referred to below. 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated
as of April 4, 2001 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $325 million of 8% Senior Notes due 2011 of the Company (the
“Securities”); 
  
 WHEREAS, Section 3.5 of
the Indenture provides that the Company is required to cause each Subsidiary created or acquired by the Company and which becomes an Existing Credit Agreement Guarantor to execute and deliver to the Trustee a Supplemental Indenture pursuant to which
such Subsidiary will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Securities on a senior basis and all other
obligations of the Company under the Indenture; and 
  
 WHEREAS,
pursuant to Section 9.1 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Securityholder; 
  
 NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company, the other Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as
follows: 
  
 ARTICLE I 
  
 Definitions 
  
 SECTION 1.1. Defined Terms. As used in this Supplemental Indenture,
terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the
Trustee acting on behalf or for the benefit of such holders. 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. 
  

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 ARTICLE II 
  
 Agreement to be Bound; Guarantee 
  
 SECTION 2.1. Agreement to be Bound. The New Guarantors hereby become a party to the Indenture as Subsidiary Guarantors and as such will have all of
the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The New Guarantors agree to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all
of the obligations and agreements of a Subsidiary Guarantor under the Indenture. 
  
 SECTION 2.2. Guarantee. The New Guarantors hereby fully, unconditionally and irrevocably guarantee, as primary obligors and not merely as surety, jointly and severally with each other Subsidiary Guarantor, to
each Holder of the Securities and the Trustee, the full and punctual payment when due, whether at maturity, upon redemption or repurchase, by declaration of acceleration or otherwise, of the Obligations pursuant to Article X of the Indenture on a
senior basis and subject to the terms and conditions of the Indenture. 
  
 ARTICLE III 
  
 Miscellaneous 
  
 SECTION 3.1. Notices. All notices and other communications to the New
Guarantors shall be given as provided in the Indenture to the New Guarantors, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company. 
  
 SECTION 3.2. Parties. Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein
or therein contained. 
  
 SECTION 3.3. Governing Law. This
Supplemental Indenture shall be governed by the laws of the State of New York, without regard to conflicts of laws principles thereof. 
  
 SECTION 3.4. Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. 
  
 SECTION 3.5. Ratification of Indenture; Supplemental Indentures Part of
Indenture; Trustee’s Disclaimer. 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 Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity, legality or
sufficiency of this Supplemental Indenture. 
  

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 SECTION 3.6. Counterparts. The parties hereto may sign one or more copies of this Supplemental
Indenture in counterparts, all of which together shall constitute one and the same agreement. 
  
 SECTION 3.7. Headings. The headings of the Articles and the sections in this Guarantee are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any
provisions hereof. 
  
 IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed as of the date first above written. 
  

							
	 ARG Services LLC
 PACTECH, LLC
 as Subsidiary Guarantors

		
	 By:
	 	 Nalge Nunc International Corporation

			
	 	 	 By:
	 	/s/ Michael K. Bresson
	 	 	 	 	

	 	 	 	 	 Name:
	 	 Michael K. Bresson

	 	 	 	 	 Title:
	 	 Vice President and Secretary

	
	 EP SCIENTIFIC PRODUCTS LLC
 as Subsidiary Guarantor

		
	 By:
	 	 Chase Scientific Glass, Inc.

			
	 	 	 By:
	 	/s/ Michael K. Bresson
	 	 	 	 	

	 	 	 	 	 Name:
	 	 Michael K. Bresson

	 	 	 	 	 Title:
	 	 Vice President and Secretary

	
	 THE BANK OF NEW YORK, as Trustee

		
	 By:
	 	/s/ Kisha Holder
	 	 	

	 	 	 	 	 Name:
	 	 Kisha Holder

	 	 	 	 	 Title:
	 	 Assistant Vice President

	
	 APOGENT TECHNOLOGIES INC.

		
	 By:
	 	/s/ Michael K. Bresson
	 	 	

	 	 	 	 	 Name:
	 	 Michael K. Bresson

	 	 	 	 	 Title:
	 	 Executive Vice President – Administration,
 General Counsel and Secretary



  

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	 APOGENT HOLDING COMPANY
 APOGENT SERVICE CORPORATION

		
	 By:
	 	/s/ Michael K. Bresson
	 	 	

	 	 	 Name:
	 	 Michael K. Bresson

	 	 	 Title:
	 	 President and Secretary

	
	 ABGENE INC.
 APOGENT FINANCE COMPANY
 APOGENT TRANSITION CORP.
 BARNSTEAD THERMOLYNE CORPORATION
 BT CANADA HOLDINGS INC.
 CAPITOL VIAL, INC.
 CHASE SCIENTIFIC GLASS, INC.
 CONSOLIDATED TECHNOLOGIES, INC.
 ERIE SCIENTIFIC COMPANY
 ERIE SCIENTIFIC COMPANY OF PUERTO RICO
 ERIE UK HOLDING COMPANY
 EVER READY THERMOMETER CO., INC.
 G&P LABWARE HOLDINGS INC.
 GENEVAC INC.
 LAB-LINE INSTRUMENTS, INC.
 LAB VISION CORPORATION
 MATRIX TECHNOLOGIES CORPORATION
 MICROGENICS CORPORATION
 MOLECULAR BIOPRODUCTS, INC.
 NALGE NUNC INTERNATIONAL CORPORATION
 NATIONAL SCIENTIFIC COMPANY
 NEOMARKERS, INC.
 THE NAUGATUCK GLASS COMPANY
 NERL DIAGNOSTICS CORPORATION
 OWL SEPARATION SYSTEMS, INC.
 QUALITY SCIENTIFIC PLASTICS, INC.
 REMEL INC.
 RICHARD-ALLAN SCIENTIFIC COMPANY
 ROBBINS SCIENTIFIC CORPORATION
 SAMCO SCIENTIFIC CORPORATION
 SEPARATION TECHNOLOGY, INC.
 SERADYN INC.

		
	 By:
	 	/s/ Michael K. Bresson
	 	 	

	 	 	 Name:
	 	 Michael K. Bresson

	 	 	 Title:
	 	 Vice President and Secretary



  

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	 METAVAC LLC

		
	 By:
	 	 The Naugatuck Glass Company

			
	 	 	 By:
	 	/s/ Michael K. Bresson
	 	 	 	 	

	 	 	 	 	 Name:
	 	 Michael K. Bresson

	 	 	 	 	 Title:
	 	 Vice President and Secretary



  

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