**EXHIBIT 4.6**

 

SUPPLEMENTAL INDENTURE TO ADD GUARANTORS

 

This Supplemental Indenture, dated as of April 12, 2004 (this “SupplementalIndenture” 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 Guarantorunder the Indenture referred to below, and The Bank of New York, as Trustee under the Indenture referred to below. 

 

WITNESSETH: 

 

WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of October 10, 2001 (as amended,supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $300 million of 2.25% Senior Convertible Contingent Debt Securities (“CODES”) due 2021 of theCompany (the “Securities”); 

 

WHEREAS,Section 13.5 of the Indenture provides that the Company is required to cause each Subsidiary created or acquired by the Company and which becomes a guarantor under the Credit Agreement to execute and deliver to the Trustee a SupplementalIndenture pursuant to which such Subsidiary will unconditionally guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, Interest (including with the other Guarantors, the full and promptpayment of the principal of, Interest (including Contingent Interest) and Additional Amounts, if any, on the Securities on a senior basis; and 

 

WHEREAS, pursuant to Section 7.1 of the Indenture, the Trustee, the existing Guarantors, the Company and the New Guarantors are authorized toexecute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder; 

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the NewGuarantors, the Company, the other 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 usedherein 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 a Guarantor and as such will have all of therights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The New Guarantors agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations andagreements of a Guarantor under the Indenture. 

 

SECTION 2.2.Guarantee. The New Guarantors hereby fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Securities and the Trustee, the fulland punctual payment when due, whether at maturity, upon redemption or repurchase, by declaration of acceleration or otherwise, of the Obligations pursuant to Article 13 of the Indenture on a senior basis and subject to the terms and conditions ofthe 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 terns, 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 orsufficiency 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 sectionsin 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/ Dennis Brown        
Name:
 
Dennis Brown
    
Title:
 
Vice President

EP Scientific Products LLC

as Subsidiary Guarantor

By:
 
Chase Scientific Glass, Inc.
  
By:
 /s/ Dennis Brown        
Name:
 
Dennis Brown
    
Title:
 
Vice President

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.

(formerly Sybron 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

THE NAUGATUCK GLASS COMPANY

NEOMARKERS, INC.

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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