Disregarded
101
SECTION 13.07.
Rules by Trustee, Paying Agent and Registrar
101
SECTION 13.08.
Legal Holidays
101
SECTION 13.09.
GOVERNING LAW
102
SECTION 13.10.
No Recourse Against Others
102
SECTION 13.11.
Successors
102
SECTION 13.12.
Multiple Originals
102
SECTION 13.13.
Table of Contents; Headings
102
SECTION 13.14.
Indenture Controls
102
SECTION 13.15.
Severability
102
Appendix A - Provisions Relating to Initial Securities, Additional Securities
and
Exchange Securities
EXHIBIT INDEX
Exhibit A - Initial Security
Exhibit B - Exchange Security
Exhibit C - Form of Transferee Letter of Representation
Exhibit D - Form of Supplemental Indenture
TRDOCS01/76765.8
-v-
CROSS-REFERENCE TABLE
TIA
Indenture
Section
Section
310
(a)(1)
7.10
(a)(2)
7.10
(a)(3)
N.A.
(a)(4)
N.A.
(b)
7.08; 7.10
(c)
N.A.
311
(a)
7.11
(b)
7.11
(c)
N.A.
312
(a)
2.06
(b)
13.03
(c)
13.03
313
(a)
7.06
(b)(1)
N.A.
(b)(2)
7.06
(c)
7.06
(d)
4.02; 4.09
314
(a)
4.02; 4.09
(b)
N.A.
(c)(1)
13.04
(c)(2)
13.04
(c)(3)
N.A.
(d)
N.A.
(e)
13.05
(f)
4.10
315
(a)
7.01
(b)
7.05
(c)
7.01
(d)
7.01
(e)
6.11
316
(a)(last sentence)
13.06
(a)(1)(A)
6.05
(a)(1)(B)
6.04
(a)(2)
N.A.
(b)
6.07
317
(a)(1)
6.08
(a)(2)
6.09
(b)
2.05
318
(a)
13.01
N.A. Means Not Applicable.
Note:
This Cross-Reference Table shall not, for any purposes, be deemed to be part of
this Indenture.
-vi-
INDENTURE dated as of February 16, 2006 among COVALENCE SPECIALTY MATERIALS
CORP., a Delaware corporation (the "Company"), the Guarantors (as defined
herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as trustee (the "Trustee").
Each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders of (a) $265,000,000 aggregate principal
amount of the Company's 101⁄4% Senior Subordinated Notes due March 1, 2016 (the
"Original Securities") issued on the date hereof, (b) any Additional Securities
(as defined herein) that may be issued after the date hereof in the form of
Exhibit A (all such securities in clauses (a) and (b) being referred to
collectively as the "Initial Securities") and (c) if and when issued as provided
in the Registration Agreement (as defined in Appendix A hereto (the "Appendix"))
or otherwise registered under the Securities Act and issued, the Company's 101⁄4%
Senior Subordinated Notes due March 1, 2016 (the "Exchange Securities" and,
together with the Initial Securities, the "Securities") issued in the Registered
Exchange Offer (as defined in the Appendix) in exchange for any Initial
Securities or otherwise registered under the Securities Act and issued in the
form of Exhibit B. Subject to the conditions and compliance with the covenants
set forth herein, the Company may issue an unlimited aggregate principal amount
of Additional Securities.
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. Definitions
.
"Acquired Indebtedness" means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Restricted Subsidiary of such specified Person,
and
(2) Indebtedness secured by a Lien encumbering any