**EXHIBIT 4.5**

 

INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS 

 

This Supplemental Indenture, dated as of April 12, 2004 (this “Supplemental Indenture” or “Guarantee”), among **ARGServices 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 SubsidiaryGuarantor 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. 

 

WITNESSETH: 

 

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, datedas 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 ofthe 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 whichsuch 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 otherobligations 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 andvaluable 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 asfollows: 

 

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 theTrustee 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 awhole 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 ofthe 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 allof 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, toeach 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 asenior 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 NewGuarantors 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 isintended 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 hereinor therein contained. 

 

SECTION 3.3. Governing Law. ThisSupplemental 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 ofIndenture; 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 SupplementalIndenture 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 orsufficiency of this Supplemental Indenture. 

 

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SECTION 3.6. Counterparts. The parties hereto may sign one or more copies of this SupplementalIndenture 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 anyprovisions hereof. 

 

IN WITNESS WHEREOF, the parties hereto havecaused 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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