S-3

As filed with the Securities and Exchange Commission on February 4, 2004

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

APOGENT TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Wisconsin	3843	22-2849508
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

AND ITS GUARANTOR SUBSIDIARIES

Delaware	ABgene Inc.	03-0418855
Delaware	Apogent Finance Company	02-0522134
Delaware	Apogent Holding Company	02-0688113
Delaware	Apogent Service Corporation	32-0056654
Delaware	Apogent Transition Corp.	13-3326805
Delaware	Barnstead Thermolyne Corporation	13-3326802
Delaware	BT Canada Holdings Inc.	02-0523030
Alabama	Capitol Vial, Inc.	63-1091273
Wisconsin	Chase Scientific Glass, Inc.	62-1711339
Wisconsin	Consolidated Technologies, Inc.	74-2951231
Delaware	Erie Scientific Company	13-3326819
Delaware	Erie Scientific Company of Puerto Rico	22-2855227
Delaware	Erie UK Holding Company	02-0523659
Wisconsin	Ever Ready Thermometer Co., Inc.	22-3329530
New York	Genevac Inc.	13-3614495
Delaware	G&P Labware Holdings Inc.	02-0528748
Delaware	Lab-Line Instruments, Inc.	36-2160341
California	Lab Vision Corporation	94-3204455
Delaware	Matrix Technologies Corporation	04-2876817
Delaware	Metavac LLC	02-0530733
Delaware	Microgenics Corporation	68-0148167
California	Molecular BioProducts, Inc.	95-3244122
Delaware	Nalge Nunc International Corporation	13-3326816
Wisconsin	National Scientific Company	58-2315507
Connecticut	The Naugatuck Glass Company	06-0465440
California	Neomarkers, Inc.	94-3223858
Wisconsin	NERL Diagnostics Corporation	05-0486109
Wisconsin	Owl Separation Systems, Inc.	39-1915146
Delaware	Quality Scientific Plastics, Inc.	68-0407232
Wisconsin	Remel Inc.	74-2826694
Wisconsin	Richard-Allan Scientific Company	38-3235594
California	Robbins Scientific Corporation	94-2456711
Delaware	Samco Scientific Corporation	95-3145731
Delaware	Separation Technology, Inc.	93-0968130
Delaware	Seradyn Inc.	02-0530147
(State or other jurisdiction of incorporation or organization)	(Exact name of Guarantor as specified in its Charter)	(I.R.S. Employer Identification Number)

30 Penhallow Street Portsmouth, New Hampshire 03801 (603) 433-6131	MICHAEL K. BRESSON Executive Vice President – Administration, General Counsel and Secretary Apogent Technologies Inc. 30 Penhallow Street Portsmouth, New Hampshire 03801 (603) 433-6131
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code of agent for service)

Copies of all communications, including all communications sent to the agent should be sent to:

JOSEPH D. MASTERSON

SHAWN P. CRAWFORD

Quarles & Brady LLP

411 East Wisconsin Avenue

Milwaukee, WI 53202

(414) 277-5000

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering  price	Amount of registration fee(1)
Floating Rate Senior Convertible Contingent Debt Securities (“CODES”) due 2033	$345,000,000 principal amount	100%	$345,000,000	$43,711.50
Common Stock, $0.01 par value per share, with attached Preferred Stock Purchase Rights	10,425,900 shares(2)	(3)	(3)	(3)
Guarantees of each of the Guarantor Subsidiaries	(4)	(5)	(5)	None(5)

(1) Calculated at the statutory rate of .0001267 of the proposed maximum aggregate offering price, which price is exclusive of accrued interest and is estimated solely for the purpose of calculating the registration fee.

(2) This number represents the total number of shares of common stock that are initially issuable upon conversion of the CODES registered hereby at the conversion rate of approximately 30.22 shares of common stock for each $1,000 principal amount of CODES (equivalent to an initial conversion price of $33.09 per share). The conversion price is subject to adjustment upon the occurrence of stock dividends, stock splits and other events described in the indenture providing for the CODES. In addition to the shares set forth in the table, pursuant to Rule 416 under the Securities Act of 1933, the amount to be registered includes an indeterminate number of shares of common stock that may become issuable upon conversion of the CODES as a result of any such adjustments. Each share of common stock will have attached thereto one preferred stock purchase right issued pursuant to the Registrant’s Rights Agreement (subject to adjustment under the terms of the Rights Agreement).

(3) No additional consideration was or will be received for the common stock. Therefore, no additional registration fee is required pursuant to Rule 457(i).

(4) The CODES will be guaranteed by each of the Guarantor Subsidiaries.

(5) No additional consideration will be paid by the recipients of the CODES for the Guarantees. Pursuant to Rule 457(n), no separate fee is payable for the Guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Prospectus dated February 4, 2004

Apogent Technologies Inc.

Floating Rate Senior Convertible Contingent Debt Securities^SM

⁽CODES^SM) due 2033

Apogent Technologies Inc. issued $345,000,000 aggregate principal amount of its CODES due 2033 in a private placement in December 2003. Selling holders can use this prospectus to resell the CODES and the shares of common stock into which they may be convertible at any time at market prices prevailing at the time of the sale or at privately negotiated prices. Payment of all principal, interest (including contingent interest, if any), and additional amounts, if any, payable on the CODES are unconditionally guaranteed by certain of our subsidiaries.

The CODES are convertible, at the option of the holder, into shares of our common stock initially at a conversion price of $33.09 per share, which is equivalent to approximately 30.22 shares of common stock per $1,000 principal amount, subject to adjustments described elsewhere in this prospectus, in the following circumstances:

• If the sale price of our common stock is above 130% of the conversion price measured over a specified number of trading days;

• On or before December 15, 2028, during the five business-day period following any 10 consecutive trading-day period in which the average of the trading prices (as described below under “Description of the CODES—Conversion Rights—Conversion Upon Satisfaction of Market Price Conditions”) for the CODES, as determined following a request from a holder to make a determination, for that 10 trading-day period was less than 98% of the average conversion value, as described below, for the CODES during that period;

• During any period, (1) when the credit rating assigned to the CODES by Moody’s is lower than “Ba3” or the credit rating assigned by Standard & Poor’s is lower than “BB”, (2) in which the credit rating assigned to the CODES is suspended or withdrawn by either rating agency, or (3) in which neither agency continues to rate the CODES or provide ratings services or coverage to us;

• If the CODES have been called for redemption; and

• Upon the occurrence of specified corporate transactions.

The CODES bear interest at a per annum rate which will equal 3-month LIBOR, adjusted quarterly, minus a spread of 125 basis points (which spread may be reset under certain circumstances described elsewhere in this prospectus) but in no event less than zero. Interest on the CODES accrues from December 17, 2003, initially at a rate of 0.0% per annum. We will also pay contingent interest during any quarterly interest period beginning December 15, 2009 if the average trading price of the CODES is above specified levels. Interest on the CODES is generally payable on March 15, June 15, September 15, and December 15 of each year, beginning on March 15, 2004. The CODES will mature on December 15, 2033.

The CODES are subject to special United States federal income tax rules. For a discussion of the special tax regulations governing contingent payment debt instruments, see “Certain United States Federal Income Tax Considerations.”

We may redeem some or all of the CODES on or after March 15, 2010.

You may require us to purchase all or a portion of your CODES on December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024, and December 15, 2029 or, subject to specified exceptions, upon a change of control event.

The CODES are not listed, and are not expected to be listed, on any securities exchange or on the Nasdaq Stock market. Shares of our common stock are quoted on the New York Stock Exchange under the symbol “AOT.” The last reported sale price of the shares on                     , 2004 was $             per share.

In connection with our private placement of the CODES in December, 2003, we and the guarantors agreed to file one or more shelf registration statements for the resale of the CODES, the guarantees and the common stock issuable upon conversion of the CODES. This prospectus is a part of that shelf registration statement.

The CODES are our senior unsecured obligations and the guarantees are senior unsecured obligations of the guarantors. As of             , we and our guarantor subsidiaries had approximately $             million of senior debt outstanding and approximately $             million of other senior liabilities outstanding.

Investing in the CODES involves risks. Risk Factors begin on page 9.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated                     , 2004.

“Convertible Contingent Debt Securities” and “CODES” are service marks of Lehman Brothers Inc.

TABLE OF CONTENTS

	Page
About this Prospectus	i
Forward-Looking Statements	ii
Prospectus Summary	1
Risk Factors	9
Consolidated Ratio of Earnings to Fixed Charges	19
Use of Proceeds	19
Dividend History and Policy	19
Price Range of Common Stock	20
Description of the CODES	21
Certain United States Federal Income Tax Considerations	45

	Page
Selling Holders and Plan of Distribution	52
Legal Matters	56
Experts	56
Where You Can Find More Information	57
Annex A–Form of Selling Securityholder Notice and Questionnaire	58
Annex B–Form of Notice of Proposed Transfer Pursuant to Registration Statement	62
Annex C–Form of Notice of Transfer Pursuant to Registration Statement	63

About this Prospectus

Apogent Technologies Inc. originally sold the CODES in December 2003 in reliance on an exemption form registration under the Securities Act of 1933 for offers and sales of securities that do not involve a public offering.

You should rely only upon the information contained in this prospectus, including information incorporated by reference herein. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should assume the information appearing in this prospectus is accurate only as of the date on the front cover. Our business, financial condition, results of operations, and prospects may have changed since that date.

This prospectus is based on information provided by us and other sources that we believe are reliable, including our own internal estimates. Some of the information cannot be independently verified. We have summarized certain documents and other information in a manner we believe to be accurate, but we refer you to the actual documents for a more complete understanding of what we discuss in this prospectus. In making an investment decision, you must rely on your own examination of our business and the terms of the CODES, including the merits and risks involved. This offering is being made on the basis of this prospectus. Any decision to purchase the CODES in this offering must be based only on the information contained or incorporated by reference in this prospectus.

We are not making any representation to you regarding the legality of an investment in the CODES under any legal investment or similar laws or regulations. You should consult your own attorney, business advisor, and tax advisor for legal, business, and tax advice regarding an investment in the CODES. You should not consider any information in the prospectus to be legal, business, tax, or other advice. You should contact us with any questions or if you require additional information to verify the information contained in this prospectus.

Laws in certain jurisdictions may restrict the distribution of this prospectus and the offer and sale of the CODES. Persons into whose possession this prospectus or any of the CODES are delivered must inform themselves about, and observe, those restrictions. Each prospective purchaser of the CODES must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers, or sells the CODES or possesses or distributes this prospectus and must obtain any consent, approval, or permission required under any regulations in force in any jurisdiction to which it is subject or in which it purchases, offers, or sells the CODES. We shall have no responsibility for your compliance with such laws and regulations.

i

The CODES being offered pursuant to this prospectus are now, and likely will continue to be, represented by one or more global CODES, which have been deposited with, or on behalf of, The Depository Trust Company and registered in the name of Cede & Co. Beneficial interests in the global securities representing the CODES will be shown on, and transfers thereof will be effected through, records maintained by The Depository Trust Company and its participants. CODES in certificated form will be issued in exchange for the global securities only under limited circumstances on the terms set forth in the indenture. See “Description of the CODES—Form, Denomination and Registration.”

Notice to New Hampshire Residents

Neither the fact that a registration statement or an application for a license has been filed under RSA 421-B with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State of New Hampshire that any document filed under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exception or exemption is available for a security or a transaction means the Secretary of State has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. It is unlawful to make or cause to be made, to any prospective purchaser, customer or client, any representation inconsistent with the provisions of this paragraph.

Forward-Looking Statements

This prospectus includes or incorporates by reference forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, including without limitation the statements under “Summary” and “Risk Factors” herein and under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” in our periodic filings with the Securities and Exchange Commission. The words “believe,” “anticipate,” “plan,” “expect,” “intend,” “estimate,” and similar expressions are intended to identify forward-looking statements. Those statements concern, among other things, our intent, belief, or current expectations with respect to our operating and growth strategies, our capital expenditures, financing or other matters, stock repurchase intentions, securities offerings or sales, regulatory matters pertaining to us specifically and the industry in general, industry trends, competition, risks attendant to foreign operations, reliance on key distributors and large original equipment manufacturer customers, litigation, environmental matters, and other factors affecting our financial condition or results of operations. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, among others:

• financial risks associated with our international operations;

• risks from rapid technological change and new product introductions;

• the cyclical nature of some of the industries and markets into which we sell our products;

• changes in customer purchasing patterns;

• competitive factors;

• transitional challenges associated with acquisitions;

• the possibility of future restructuring or impairment charges against our reported earnings;

• our dependence upon key distributors and original equipment manufacturers;

• possible disruption of our manufacturing operations from labor unrest, shortages of critical materials, or other causes;

ii

• regulatory and litigation risks; and

• the other factors described under the caption “Risk Factors” in this prospectus.

All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus and forward-looking statements incorporated by reference to our past and future filings with the Securities and Exchange Commission are or will be based on information available to us on the dates of those filings. We undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus.

iii

PROSPECTUS SUMMARY

This prospectus constitutes part of a registration statement on Form S-3 that we have filed with the SEC using a “shelf” registration process. Under this shelf process, any selling holder identified herein may sell in one or more transactions any combination of the securities described in this prospectus or an appropriate supplement. This summary highlights some information from this prospectus, but it may not contain all of the information that is important to you. You should read this summary together with the entire prospectus, especially “Risk Factors” beginning on page 9. Unless the context otherwise requires, all references to “Apogent,” “us,” “we,” “our,” and “the company” refer to Apogent Technologies Inc., the issuer of the CODES, and its subsidiaries, and all references to “CODES” or “Floating Rate CODES” refer to the Floating Rate Senior Convertible Contingent Debt Securities due 2033, which we are offering pursuant to this prospectus. Our fiscal year ends on September 30.

Apogent Technologies Inc.

We are a leading global developer, manufacturer, and marketer of value-added consumable products and equipment for the clinical and research industries. We manufacture and sell approximately 10,000 different consumable and non-consumable products. Consumable products, which are generally used once or for a limited period and then are disposed of, and are ordered on a recurring basis by our customers and end-users, represent a significant portion of our net sales. We are organized into two business segments, the Clinical Group and the Research Group, which serve our customers involved in clinical and research activities globally. Our Clinical Group develops and manufactures a full line of clinical and commercial laboratory products, and our Research Group develops and manufactures a full line of research and life science products. We reach our customers and end-users through a network of independent distributors and through our direct sales force. We manufacture most of the products we sell. We have approximately 7,000 employees in over 120 facilities worldwide. Our customers include distributors, pharmaceutical and biotechnology companies, clinical, academic, research, and industrial laboratories, original equipment manufacturers, and others.

Apogent Technologies Inc. is a Wisconsin corporation. Our principal executive offices are located at 30 Penhallow Street, Portsmouth, New Hampshire 03801, and our telephone number at that address is (603) 433-6131. Our world wide web address is http://www.apogent.com. The information on our website is not part of this prospectus.

We focus on developing and manufacturing products that are industry staples and that are used in the majority of clinical and research laboratories. Most of our products have established brand names, many of which have been in existence for decades. We believe industry professionals demand our products because of our reputation for quality and the essential role that our products play in the research and development and diagnostic activities of our end-users.

In fiscal 2003, we realigned our lines of business for financial reporting purposes. Our three former business segments (Clinical Diagnostics, Labware and Life Sciences, and Laboratory Equipment) were reclassified into two business segments: Clinical Group and Research Group. The Clinical Group business segment is the former Clinical Diagnostics business segment. The Research Group business segment is composed of the former Labware and Life Sciences and Laboratory Equipment business segments. During our 2003 fiscal year, we made the decision to exit two of our businesses: the rapid diagnostic test business (lateral flow rapid tests for the detection of pregnancy, drugs of abuse, and infectious diseases) as conducted by our Applied Biotech subsidiary; and the manufacture and sale of automated microarray instrumentation for the genomics market as conducted by our BioRobotics subsidiary. All financial data presented or incorporated by reference in this prospectus reflect this change in reporting business segments and the discontinuations.

1

In December 2000, we spun off our dental business by way of a pro rata distribution to our shareholders of all of the outstanding common stock and related preferred stock purchase rights of Sybron Dental Specialties, Inc. As a result of the spin-off, Sybron Dental Specialties became an independent public company operating what was our dental business. We changed our name from Sybron International Corporation to Apogent Technologies Inc. in 2001. Our financial statements that are incorporated by reference into this prospectus reflect the dental business as a discontinued operation.

Clinical Group

Our Clinical Group manufactures and sells products primarily to clinical and commercial laboratories and to scientific research and industrial customers. These products are used in a number of in vitro (out of body) diagnostic applications, including specimen collection, specimen transportation, drug testing, therapeutic drug monitoring, and infectious disease detection. Other applications include human tissue research and human cell research, with an emphasis on cancer applications. Clinical Group products include:

• microscope slides, cover glass, and glass tubes and vials;

• stains and reagents;

• instrumentation for human tissue and cell research;

• diagnostic test kits;

• sample vials used in diagnostic testing;

• culture media;

• diagnostic reagents; and

• other products used in detecting and/or monitoring the existence of infectious diseases and conditions, therapeutic drugs, and drugs of abuse.

Research Group

Our Research Group manufactures, distributes, and sells products primarily to the research and clinical life sciences industries. Applications of these products include general everyday laboratory uses as well as genetic research, protein research, high-throughput screening for drug discovery, cell culture, filtration, and other liquid handling. In addition, this segment manufactures, distributes, and sells basic laboratory equipment used by medical, pharmaceutical, and scientific laboratories. Research Group products include:

• reusable plastic and glass products;

• disposable plastic and glass products;

• products for critical packaging applications;

• environmental and safety containers;

• liquid handling automation products;

• glass liquid sample vials and seals used in various applications;

• heating, cooling, shaking, stirring, mixing, and temperature control instruments; and

• water purification systems.

2

Competitive Strengths

Our competitive strengths within the global life sciences and laboratory products supply markets that we serve include:

• Recurring revenue from sale of consumables. Sales of consumable products ordered on a recurring basis by our customers and end-users account for a substantial portion of our net sales. In fiscal 2003, consumable products sales represented over 80% of our net sales. We supply a significant portion of the consumables used in specimen examinations by pathologists. We believe our long-standing relationships with loyal customers who purchase our consumable products provide a stable and predictable recurring revenue stream.

• Strong cash flow generation. We generate substantial cash flow from operations and our manufacturing operations require relatively modest investment. During fiscal 2003, we generated cash flows from operating activities of $192.1 million and spent $53.3 million on capital expenditures. Our cash flow provides us with a high degree of flexibility to fund our internal and acquisition growth initiatives and to service our indebtedness.

• Diverse product mix. We manufacture, distribute, and sell a unique mix of products, including high-margin industry staples and products in new, higher growth markets. Industry staples are composed largely of routine disposable lab supplies and consumable products. Higher growth markets include life sciences products used in diagnostic, biotechnology, and pharmaceutical laboratories.

• Leading market positions and industry leading brands. We have well-established brands in both our Clinical Group and our Research Group. Key brands in our Clinical Group include Remel^®, Erie Scientific^®, Chase Scientific^™, Richard-Allan Scientific^®, and Microgenics^®. Key brands in our Research Group include Nalgene^®, Nunc^®, Barnstead International^™, Molecular BioProducts^™, Matrix^®, and ABgene^™. We believe a number of our key product lines have leading market positions.

• Long established customer relationships. We have long-standing relationships with our core customers, particularly our three primary laboratory distributors with whom we have conducted business for an average of 30 years, and with our key original equipment manufacturers.

• Strong and experienced management team. We have assembled an experienced and successful management team. On average, each member of our senior executive management team has over 20 years of relevant industry experience. Our management has demonstrated a strong capability for growing our business and successfully managing our balance sheet and cash flows.

Business Strategy

Our goal is to consistently grow our worldwide market presence, net sales, earnings, and cash flows. Key elements of our strategy are:

• grow earnings while maintaining a prudent capital structure,

• develop profitable new products,

• increase sales to existing and new customers,

• improve operating efficiencies, and

• make strategic acquisitions.

3

The Offering

Issuer	Apogent Technologies Inc.
Securities Offered	Up to $345.0 million aggregate principal amount of Floating Rate Senior Convertible Contingent Debt Securities due 2033, which we refer to as CODES or Floating Rate CODES, together with the shares of common stock into which the CODES may be converted under certain circumstances.
Maturity Date	December 15, 2033.
Ranking	The CODES are senior unsecured obligations of Apogent Technologies Inc. and rank equal in right of payment with all of our existing and future senior unsecured indebtedness, including our revolving credit facility, our 8% senior notes due 2011, which we refer to as our 8% senior notes, and our 2.25% Senior Convertible Contingent Debt Securities due 2021, which we refer to as our 2.25% CODES. The CODES are effectively junior to the outstanding indebtedness and other liabilities, including trade payables, of our non-guarantor subsidiaries. The CODES are senior to our subordinated indebtedness, including our 6 1/2% senior subordinated notes due 2013, which we refer to as our 6 1/2% senior subordinated notes. As of September 30, 2003, we and our guarantor subsidiaries had approximately $657.0 million of senior debt outstanding and $238.6 million of other senior liabilities, including trade payables, outstanding. As of September 30, 2003, our non-guarantor subsidiaries had outstanding approximately $77.3 million of debt and other liabilities, including trade payables.
Interest Payment Dates	March 15, June 15, September 15, and December 15, beginning March 15, 2004.
Interest Rate	Interest accrues at a per annum rate equal to three-month LIBOR, adjusted quarterly, minus a spread of 125 basis points, subject to further adjustment under certain circumstances. Notwithstanding any such adjustments, the interest rate on the CODES will never be less than zero. See “Description of the CODES—Interest” and “—Resetting the Spread.”
Contingent Interest	We will pay contingent interest to the holders of CODES during any quarterly interest period commencing with the quarterly interest period beginning December 15, 2009, if the average of the trading prices (as described elsewhere in this prospectus) of the CODES for the five consecutive trading days ending on the second trading day immediately preceding the beginning of the quarterly interest period equals 120% or more of the principal amount of the CODES.

4

	The rate of contingent interest payment in respect of any quarterly period will equal 0.0625% of the average trading price of the CODES over the measuring period triggering the contingent interest payment. Contingent interest will be computed on the basis of the actual number of days for which contingent interest is payable in the relevant interest period, divided by 360.
Guarantees	The CODES are jointly and severally guaranteed by certain of our domestic subsidiaries as described in the “Description of the CODES—Subsidiary Guarantees.” The guarantees rank equally with other senior indebtedness of the guarantors, including their guarantees of our revolving credit facility, our 8% senior notes, and our 2.25% CODES. The guarantees of the CODES are senior to the subordinated indebtedness of the guarantors, including their guarantees of our 6 1/2% senior subordinated notes. As of September 30, 2003, the guarantors had approximately $713.0 million of outstanding senior indebtedness and other liabilities not subordinated to the guarantees.
Conversion Rights	You may convert your CODES prior to stated maturity under any of the following circumstances:
	•      during any fiscal quarter, if the sale price of our common stock for a period of at least 20 trading days in the period of 30 consecutive trading days ending on the last day of the preceding fiscal quarter is more than 130% of the conversion price on that thirtieth trading day;
	•      on or before December 15, 2028, during the five business-day period following any 10 consecutive trading-day period in which the average of the trading prices (as described below under “Description of the CODES—Conversion Rights—Conversion Upon Satisfaction of Market Price Conditions”) for the CODES, as determined following a request from a holder to make a determination, for that 10 trading-day period was less than 98% of the average conversion value, as described below, for the CODES during that period;
	•      during any period, (1) when the credit rating assigned to the CODES by Moody’s is lower than “Ba3” or the credit rating assigned by Standard & Poor’s is lower than “BB”, (2) in which the credit rating assigned to the CODES is suspended or withdrawn by either rating agency, or (3) in which neither agency continues to rate the CODES or provide ratings services or coverage to us;
	•      if the CODES have been called for redemption; or
	•      upon the occurrence of specified corporate transactions described under “Description of the CODES—Conversion Rights.”

5

	For each $1,000 principal amount of CODES surrendered for conversion, you initially will receive approximately 30.22 shares of our common stock. This represents an initial conversion price of $33.09 per share of common stock, a premium of approximately 42% over the last reported sale price of our common stock before the private placement of the CODES was announced. The conversion price (and hence the conversion rate) may be adjusted for certain reasons, but will not be adjusted for accrued interest (including contingent interest), if any. Upon conversion, you will not receive any cash payment representing accrued interest. Instead, accrued interest will be deemed paid by the common stock received by you on conversion. CODES called for redemption may be surrendered for conversion until the close of business one business day prior to the redemption date.
Sinking Fund	None.
Optional Redemption by Apogent	We may not redeem the CODES prior to March 15, 2010. We may redeem some or all of the CODES on or after March 15, 2010 for a price equal to 100% of the principal amount of the CODES plus any accrued and unpaid interest (including contingent interest) to, but excluding, the redemption date, as set forth under “Description of the CODES—Optional Redemption by Apogent.” We will therefore be required to make 24 interest payments before being able to redeem any CODES.
Optional Repurchase Right of Holders	You may require us to repurchase all or a portion of your CODES on December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024, and December 15, 2029 at a repurchase price equal to 100% of the principal amount of those CODES plus any accrued and unpaid interest (including contingent interest) to the date of purchase.
Change of Control Repurchase Right of Holders	Upon a change of control of Apogent Technologies Inc., you may require us, subject to certain conditions, to repurchase all or a portion of your CODES. We will pay a repurchase price equal to 100% of the principal amount of the CODES plus any accrued and unpaid interest (including contingent interest) to, but excluding, the repurchase date. See “Description of the CODES—Repurchase at Option of Holders—Change of Control Put.”
Form, Denomination and Registration	The CODES have been issued in fully registered form, in denominations of $1,000 and are represented by one or more global securities, deposited with the trustee as custodian for The Depository Trust Company which we refer to as DTC and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the global securities will be shown on, and any transfers will be effected only through, records maintained by

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	DTC and its participants. Notes in certificated form will be issued in exchange for the global notes only under limited circumstances on the terms set forth in the indenture. See “Description of the CODES—Form, Denomination and Registration.”
Use of Proceeds	We will not receive any of the proceeds from the sale by any selling holder of the CODES offered under this prospectus or shares of common stock issuable upon conversion of the CODES. See “Use of Proceeds.”
Registration Rights	This prospectus is part of a shelf registration statement that we and our guarantor subsidiaries agreed to file with the SEC. In connection with the initial private placement of the CODES, we and the guarantors agreed:
	•      to file a shelf registration statement with respect to the resale of the CODES, the guarantees and the common stock issuable upon conversion of the CODES with the SEC within 90 days after the date of the registration rights agreement (which was December 17, 2003, so the deadline is March 16, 2004), and to file additional shelf registration statements on or prior to the applicable roll-up dates; and
	•      to cause the initial shelf registration statement to become effective within 180 days after the date of the registration rights agreement (i.e., by June 14, 2004) and to cause each other shelf registration statement to become effective within 45 days after the applicable roll-up date.
	We also agreed to keep the shelf registration statement effective until the earliest of:
	•      two years after the last date of original issuance of any of the CODES (i.e., until December 30, 2005);
	•      the date when the holders of the CODES and the common stock issuable upon conversion of the CODES are able to sell all these securities immediately pursuant to Rule 144(k) under the Securities Act; and
	•      the date when all of the CODES, the guarantees and the common stock into which the CODES are convertible are registered under a shelf registration statement and sold in accordance with it.
	We will be required to pay you additional amounts if we and the subsidiary guarantors fail to comply with our agreement to register the CODES, the guarantees and the common stock issuable upon conversion of the CODES within the time periods specified above. See “Description of the CODES—Registration Rights.”

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Absence of a Public Market for the CODES	The CODES issued in the initial private placement are eligible for trading in the PORTAL market.
	However, CODES that have been or in the future may be sold using this prospectus or otherwise in a registered offering will no longer be eligible for trading in the PORTAL market. We cannot assure you that any active or liquid market will develop or will be maintained for the CODES. See “Selling Holders and Plan of Distribution.”
New York Stock Exchange Symbol For Our Common Stock	Our common stock is traded on the New York Stock Exchange under the symbol “AOT.”

Risk Factors

You should read the “Risk Factors” section to understand the risks associated with an investment in the CODES.

Ratio of Earnings to Fixed Charges

Our consolidated ratio of earnings to fixed charges for fiscal years 2003, 2002, 2001, 2000, and 1999 was 3.2x, 5.2x, 4.1x, 3.5x, and 4.3x, respectively, and our pro forma ratio of earnings to fixed charges for fiscal 2003, after giving effect to the private placement of the CODES and the application of the proceeds therefrom, was 5.6x. See “Consolidated Ratio of Earnings to Fixed Charges.”

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RISK FACTORS

You should carefully consider the following risk factors, in addition to the other information presented in this prospectus and the documents incorporated by reference into this prospectus, in evaluating us, our business, and an investment in the CODES. Any of the following risks, as well as other risks and uncertainties, could harm our business and financial results and cause the value of the CODES to decline, which in turn could cause you to lose all or part of your investment. The risks below are not the only ones that we face. Additional risks not currently known to us or that we currently deem immaterial also may impair our business.

Risks Relating to Our Company

Our ability to service our indebtedness depends on our receipt of funds from our subsidiaries. Restrictions on their ability to loan or distribute funds to us could adversely affect our ability to service our indebtedness.

We are organized as a holding company, with all of our net sales generated through our subsidiaries. Consequently, our operating cash flow and ability to service indebtedness depend in part upon the operating cash flow of our subsidiaries, including foreign subsidiaries, and the payment of funds by them to us in the form of loans, dividends or otherwise. Their ability to pay dividends and make loans, advances and other payments to us depends upon any statutory or other contractual restrictions that apply, which may include requirements to maintain minimum levels of working capital and other assets.

A significant portion of our revenue is generated from foreign activities; changes in exchange rates and other changes in world events could have an adverse effect on our business.

We have significant operations outside the United States. Approximately 24% of our net sales for 2003 were from foreign subsidiaries. We are therefore subject to risks affecting our international operations, including relevant foreign currency exchange rates, which can affect the cost of our products or the ability to sell our products in foreign markets, and the value in U.S. dollars of sales made in foreign currencies. Our net sales were increased by $22.6 million and $2.9 million in 2003 and 2002, respectively, and reduced by $10.1 million in 2001 by the impact of currency fluctuations. Other factors include:

• our ability to obtain effective hedges against fluctuations in currency exchange rates;

• foreign trade, monetary and fiscal policies;

• laws, regulations and other activities of foreign governments, agencies, and similar organizations;

• risks associated with having major manufacturing facilities located in countries that have historically been less stable than the United States in several respects, including fiscal and political stability; and

• risks associated with an economic downturn in other countries.

In addition, world events can increase the volatility of the currency markets, and such volatility could affect our financial results. In particular, the September 11, 2001 attacks in New York and Washington, D.C. disrupted commerce throughout the United States and other parts of the world. The continued threat of similar attacks throughout the world and military action taken and to be taken by the United States and other nations in Iraq and elsewhere may cause significant disruption to commerce throughout the world. In addition, severe acute respiratory syndrome (SARS) caused disruption in commerce in East Asia and elsewhere in 2003 and similar epidemics may cause significant disruption to commerce in the future. To the extent that such disruptions further slow the global economy or, more particularly, result in delays or cancellation of purchase orders, our business and results of operations could be materially and adversely affected. We are unable to predict whether the threat of new epidemics or attacks or the responses thereto will result in any long-term commercial disruptions or if such activities or responses will have a long-term material adverse effect on our business, results of operations, or financial condition.

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The operating and financial restrictions imposed by our debt agreements limit our ability to finance operations and capital needs or engage in other business activities.

Our debt agreements contain covenants that restrict our ability to:

• incur additional indebtedness (including guarantees);

• incur liens;

• dispose of assets;

• make some acquisitions;

• pay dividends and make other restricted payments;

• issue some types of preferred stock;

• enter into sale and leaseback transactions;

• make loans and investments;

• enter into new lines of business;

• enter into some leases; and

• engage in some transactions with affiliates.

In addition, our revolving credit facility requires us to comply with specified financial covenants including minimum interest coverage ratios, maximum leverage ratios, and minimum net worth requirements, and the indenture for our 6 ¹/2% senior subordinated notes allows us to incur new indebtedness (other than specified permitted indebtedness) only if we meet a minimum pro forma fixed charge coverage ratio.

Our ability to meet these covenants and requirements in the future may be affected by events beyond our control, including prevailing economic, financial, and industry conditions. Our breach of or failure to comply with any of these covenants could result in a default under our debt agreements or the indenture governing the CODES.

If we default under our revolving credit facility, the lenders could cease to make further extensions of credit, cause all of our outstanding debt obligations under the revolving credit facility to become due and payable, require us to apply all of our available cash to repay the indebtedness under the revolving credit facility, prevent us from making debt service payments on any other indebtedness we owe, and/or proceed against any collateral granted to them to secure repayment of those amounts. Defaults under our outstanding 8% senior notes, or 2.25% CODES, or 6 ¹/2% senior subordinated notes, or under the related indentures, could have similar adverse effects. If a default under the indenture for the CODES occurs, the holders of the CODES could elect to declare the CODES immediately due and payable. If the indebtedness under our revolving credit facility and our other debt agreements or the CODES is accelerated, we may not have sufficient assets to repay all of the amounts that would become due and payable. We also may amend the provisions and limitations of our revolving credit facility from time to time in a manner that could adversely affect, without their consent, the holders of the CODES.

Our failure to keep pace with the technological demands of our customers or with the products and services offered by our competitors could significantly harm our business.

Some of the industries we serve are characterized by rapid technological changes and new product introductions. Some of our competitors may invest more heavily in research or product development than we do. Successful new product offerings depend upon a number of factors, including our ability to:

• accurately anticipate customer needs;

• innovate and develop new technologies and applications;

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• successfully commercialize new products in a timely manner;

• price our products competitively and manufacture and deliver our products in sufficient volumes and on time; and

• differentiate our offerings from those of our competitors.

If we do not introduce new products in a timely manner and make enhancements to meet the changing needs of our customers, some of our products could become obsolete over time, in which case our customer relationships, revenue, and operating results would suffer.

Our operating results may suffer if the industries into which we sell our products are in downward cycles.

Some of the industries and markets into which we sell our products are cyclical. A downturn in our customers’ markets or in general economic conditions could result in reduced demand for our products and could harm our business.

Acquisitions have been an important part of our growth strategy; failure to successfully integrate acquisitions could adversely impact our results.

A significant portion of our growth over the past several years has been achieved through our acquisition program. Although we have reduced our level of acquisitions, we may decide to increase our acquisition activity in the future. Our ability to grow our business through acquisitions is subject to various factors including the cost of capital, the availability of suitable acquisition candidates at reasonable prices, competition for appropriate acquisition candidates, our ability to realize the synergies expected to result from acquisitions, our ability to retain key personnel in connection with acquisitions, and the ability of our existing personnel to efficiently handle increased transitional responsibilities resulting from acquisitions.

We may incur restructuring charges that would reduce our earnings.

We have in the past and may in the future restructure some of our operations. In such circumstances, we may take actions that would result in a charge and reduce our earnings, including as a result of our inability to dispose of discontinued operations or risks associated with discontinued operations. These restructurings have or may be undertaken to realign our subsidiaries, eliminate duplicative functions, rationalize our operating facilities and products, and reduce our staff. These restructurings may be implemented to improve the operations of recently acquired subsidiaries as well as subsidiaries that have been part of our operations for many years.

We may incur impairment charges on our intangible assets with indefinite lives that would reduce our earnings.

On October 1, 2001, we adopted Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets,” which requires that goodwill and intangible assets that have an indefinite useful life be tested at least annually for impairment. Goodwill and other intangible assets with indefinite lives must also be tested for impairment between the annual tests if an event occurs that would more likely than not reduce the fair value of the asset below its carrying amount. As of September 30, 2003, goodwill and other intangible assets with indefinite lives represented approximately 51% of our total assets. If during the testing an impairment is determined, our financial results for the relevant period will be reduced by the amount of the impairment, net of income tax effects, if any.

We rely heavily upon sales to key distributors and original equipment manufacturers, and could lose sales if any of them stop doing business with us.

Our three most significant distributors represent a significant portion of our revenues. For example, sales to Fisher Scientific, VWR, and Allegiance Corporation accounted for approximately 14%, 11%, and 5% of

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revenues in fiscal 2003, respectively. Our reliance on major independent distributors for a substantial portion of our sales subjects our sales performance to volatility in demand from distributors. We can experience volatility when distributors merge or consolidate, when inventories are not managed to end-user demand, or when distributors experience softness in their sales. We rely primarily upon the long-standing and mutually beneficial nature of our relationships with our key distributors, rather than on contractual rights, to protect these relationships. Volatility in end-user demand can also arise with large original equipment manufacturers and private label customers to whom we sell directly, particularly when our customers fail to manage inventories to end-user demand, discontinue product lines, or switch business to other manufacturers. Sales to our original equipment manufacturers customers are sometimes unpredictable and wide variances sometimes occur quarter to quarter.

We rely heavily on manufacturing operations to produce the products we sell, and we could be injured by disruptions of our manufacturing operations.

We rely upon our manufacturing operations to produce most of the products we sell. Any significant disruption of those operations for any reason, such as strikes, labor disputes, or other labor unrest, power interruptions, fire, war, or other force majeure, could adversely affect our sales and customer relationships and therefore adversely affect our business. In particular, nearly all of the white glass used in our Clinical Group’s worldwide manufacturing operations is produced in our glass manufacturing facility in Switzerland. Disruption in this supply can result from delays encountered in connection with the periodic rebuilding of the sheet glass furnace or furnace malfunctions. Although most of our raw materials are available from a number of potential suppliers, our operations also depend upon our ability to obtain raw materials at reasonable prices.

The success of many of our products depends on the effectiveness of our patents, trademarks, and licenses to defend our intellectual property rights. If we fail to adequately defend our intellectual property rights, competitors may produce and market products similar to ours.

Our success with many of our products depends, in part, on our ability to protect our current and future innovative products and to defend our intellectual property rights. Our subsidiaries’ products are sold under a variety of trademarks and trade names. They own or license all of the trademarks and trade names we believe to be material to the operation of their businesses. We also rely upon a combination of non-disclosure and other contractual agreements and trade secret, copyright, patent, and trademark laws to protect our intellectual property rights. Disputes may arise concerning the ownership of intellectual property or the applicability of confidentiality agreements. If we fail to adequately protect our intellectual property, competitors may manufacture and market products similar to ours.

We are subject to risk of product liability and other litigation which could adversely affect our business.

We are subject to the risks of claims involving our products (including those of businesses we no longer own) and other legal and administrative proceedings, including the expense of investigating, litigating, and settling any claims. Although we currently maintain insurance against some of these risks, uninsured losses, which may be material, could occur.

Our business is subject to regulatory risks, and changes in regulation could adversely affect our business.

Our ability to continue manufacturing and selling those of our products that are subject to regulation by the United States Food and Drug Administration or other domestic or foreign governments or agencies is subject to a number of risks. If the FDA determines that we are not in compliance with existing laws and regulations with respect to a particular product or a particular manufacturing facility, we could be subject to delays in the release of products, product recalls, suspension or revocation of authority necessary for product production and sale, and other administrative, civil or criminal sanctions. In the future, some of our products may be affected by the passage of stricter laws or regulations, reclassification of our products into categories subject to more stringent

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requirements, or the withdrawal of approvals needed to sell one or more of our products. Additionally, violations of any environmental, health and safety laws or regulations, or the release of toxic or hazardous materials used in our operations into the environment could expose us to significant liability. Similarly, third party lawsuits relating to environmental and workplace safety issues could result in substantial liability.

Our business is subject to quarterly variations in operating results due to factors outside of our control.

Our business is subject to quarterly variation in operating results caused by a number of factors, including business and industry conditions, timing of acquisitions, distribution and original equipment manufacturers customer issues, and other factors listed here. All these factors make it difficult to predict operating results for any particular period.

Other risks may arise.

We may be subject to risks from other business and investment considerations that may be disclosed from time to time in our filings with the Securities and Exchange Commission or in other publicly available written documents.

Risks Relating to an Investment in the CODES and Common Stock

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the CODES.

We have now and will continue to have a significant amount of indebtedness. On September 30, 2003, after giving pro forma effect to the private placement of the CODES and the use of proceeds therefrom, we would have had total indebtedness of $955.1 million.

Our substantial indebtedness could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to these CODES;

• increase our vulnerability to general adverse economic and industry conditions;

• reduce the availability of our cash flow to fund working capital, capital expenditures, research and development efforts, program investment efforts, and other general corporate needs;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• place us at a competitive disadvantage compared to our competitors with less debt;

• expose us to the risk of increased interest rates because some of our debt has variable interest rates; and

• limit our ability to borrow additional funds.

Any default under the agreements governing our indebtedness, including a default under our credit facility that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal and interest on the CODES and substantially decrease the market value of the CODES.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture pursuant to which the CODES were issued does not restrict us or our subsidiaries from incurring additional indebtedness. As of September 30, 2003, the covenants under our revolving credit facility limited our

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capacity for additional borrowings, other than to replace our existing indebtedness, to approximately $130 million, even though total availability under our revolving credit facility was approximately $170 million. After giving effect to the private offering of the CODES and the application of the proceeds therefrom, as of September 30, 2003, the amount available under our revolving credit facility would have been approximately $445 million, although we would have been limited to borrowing approximately $51 million for purposes other than the repayment of our existing indebtedness In addition to amounts drawn under our revolving credit facility, as of September 30, 2003, we had reserved approximately $7 million of our available borrowing capacity to cover standby letter of credit obligations under the revolving credit facility. If new indebtedness is incurred by us or our subsidiaries, the leverage-related risks that we and they now face would be exacerbated.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including these CODES, and to fund planned capital expenditures, program investment efforts, and research and development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our credit facility to enable us to pay our indebtedness or to fund other liquidity needs. Our 2.25% CODES may be put to us for redemption as early as October 2004. In addition, we may need to refinance all or a portion of our indebtedness, including these CODES, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, or seek to restructure or refinance our indebtedness, including the CODES. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. Our borrowing agreements restrict our ability to sell assets and use the proceeds from the sales. We may not be able to consummate those sales or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.

You should consider the United States federal income tax consequences of owning CODES.

We and each holder agree in the indenture to treat the CODES as “contingent payment debt instruments” subject to the contingent payment debt regulations. As a result, a holder will be required to include amounts in income, as original issue discount, in advance of cash or property such holder receives on a CODES, and to accrue interest on a constant yield to maturity basis at a rate comparable to the rate at which we would borrow in a fixed rate, noncontingent, nonconvertible borrowing (7.4%), even though the CODES will have a significantly lower yield to maturity. A holder will recognize taxable income significantly in excess of cash received while the CODES are outstanding. In addition, under the indenture, a holder will recognize ordinary income, if any, upon a sale, exchange, conversion, or redemption of the CODES at a gain. See “Certain United States Federal Income Tax Considerations.”

The interest rate on the CODES may be lower than the interest rate on a standard debt security of comparable maturity and may be zero.

The interest rate on the CODES is based on 3-month LIBOR, which is the London Interbank Offered Rate. This represents the interest rate London banks offer for deposits of U.S. dollars for a period of three months. As of the close of business on                     , 2004, 3-month LIBOR was     % per annum. The interest rate on the CODES for the period ending                     , 2004 is     %. The interest rate on the CODES will be adjusted every three months.

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The amount we pay you may be less than the return you could earn on other investments. The interest we pay you may be less than the interest you would earn if you bought the same principal amount of a standard senior debt security of Apogent Technologies Inc. with the same stated maturity date. Your investment may not reflect the full opportunity cost to you when you take into account factors that affect the time value of money.

The CODES do not contain certain restrictive covenants, and there is limited protection in the event of a change of control.

The indenture under which the CODES were issued does not contain restrictive covenants that would protect you from several kinds of transactions that may adversely affect you. In particular, the indenture does not contain covenants that limit our ability to pay dividends or make distributions on or redeem our capital stock or limit our ability to incur additional indebtedness and, therefore, protect you in the event of a highly leveraged transaction or other similar transaction. In addition, the requirement that we offer to repurchase the CODES upon a change of control is limited to the transactions specified in the definition of a “change of control” under “Description of CODES—Repurchase at Option of Holders—Change of Control Put.” Accordingly, we could enter into certain transactions, such as acquisitions, refinancings or a recapitalization, that could affect our capital structure and the value of our common stock but would not constitute a change of control.

Our ability to repurchase the CODES with cash upon a change of control may be limited.

In certain circumstances involving a change of control of Apogent, you may require us to repurchase all or a portion of your CODES to the extent set forth in this prospectus. If a change in control were to occur, we cannot assure you that, if required, we will have sufficient cash or other financial resources at that time or would be able to arrange financing to pay the repurchase price of the CODES in cash. Our ability to repurchase the CODES in that event may be limited by law, by the indenture, by the terms of other agreements relating to our senior debt and by indebtedness and agreements that we may enter into in the future which may replace, supplement or amend our existing or future debt. If a change in control occurs at a time when we are prohibited from repurchasing or redeeming the CODES, we could seek the consent of lenders to repurchase the CODES or could attempt to refinance the borrowings that contain this prohibition. If we do not obtain a consent or refinance these borrowings, we could remain prohibited from repurchasing the CODES. Our failure to repurchase the CODES would constitute an event of default under the indenture under which we will issue the CODES, which might constitute a default under the terms of our other indebtedness at that time.

There may not be a liquid market for the CODES, and you may not be able to sell your CODES at attractive prices or at all.

The CODES were a new issue of securities for which there is currently no public trading market. We do not intend to apply for a listing of the CODES on any securities exchange. Although the initial purchasers have advised us that they currently intend to make a market in the CODES, they are not obligated to do so and may discontinue their market-making activities at any time without notice. The CODES issued in the initial private placement are eligible for trading in the PORTAL market, but the CODES sold using this prospectus will no longer be eligible for trading in the PORTAL market. We cannot predict whether an active trading market for the CODES will develop or will be sustained. If an active market for the CODES fails to develop or be sustained, the trading price of the CODES could fall. Even if an active trading market were to develop, the CODES could trade at prices that may be lower than the initial offering price. The trading price of the CODES will depend on many factors, including:

• prevailing interest rates and interest rate volatility;

• the markets for similar securities;

• our financial condition, results of operations and prospects;

• the publication of earnings estimates or other research reports and speculation in the press or investment community;

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• changes in our industry and competition;

• any outbreak or escalation of hostilities; and

• general market and economic conditions.

As a result, we cannot assure you that you will be able to sell the CODES at attractive prices or at all.

A downgrade, suspension or withdrawal of the rating assigned by a rating agency to the CODES, if any, could cause the liquidity or market value of the CODES to decline significantly.

We have received ratings of the CODES by Standard & Poor’s and Moody’s. We cannot assure you that the ratings so assigned will remain for any particular period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if in that rating agency’s judgment future circumstances relating to the basis of the rating, such as adverse changes in our business, so warrant.

The market price for our common stock may be highly volatile.

The market price for our common stock may be highly volatile. A variety of factors may have a significant impact on the market price of our common stock, including:

• prevailing interest rates and interest rate volatility;

• the market for similar securities;

• our financial condition, results of operations and prospects;

• any future issuances of our common stock, which may include primary offerings for cash, issuances in connection with business acquisitions, and the grant or exercise of stock options from time to time;

• the publication of earnings estimates or other research reports and speculation in the press or investment community;

• changes in our industry and competitors;

• any outbreak or escalation of hostilities; and

• general market and economic conditions.

In addition, the New York Stock Exchange can experience extreme price and volume fluctuations that can be unrelated or disproportionate to the operating performance of the companies listed on the NYSE. Broad market and industry factors may negatively affect the market price of our common stock, regardless of actual operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against companies. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which would harm our business.

Volatility in the market price of our common stock may make it more difficult for you to sell the common stock you receive on conversion of the CODES. In addition, because the CODES will be convertible into our common stock, subject to satisfaction of certain specified conditions, the value of the CODES will likely also be affected by the factors summarized above.

The CODES will be unsecured, and therefore will effectively be subordinated to any secured debt, and the subsidiary guarantees of the CODES will be unsecured and effectively subordinated to the secured debt of the guarantors.

The CODES and subsidiary guarantees will not be secured by any of our assets or those of our subsidiaries. As a result, the CODES and guarantees are effectively subordinated to any secured debt we may incur and to the

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secured debt of any guarantor subsidiaries to the extent of the value of the assets securing such debt. In any liquidation, dissolution, bankruptcy, or other similar proceeding, the holders of our secured debt or the debt of any guarantor subsidiaries may assert rights against the secured assets in order to receive full payment of their debt before the assets may be used to pay the holders of the CODES.

Not all of our subsidiaries are guarantors, and your claims will be effectively subordinated to all of the creditors of our non-guarantor subsidiaries.

Many, but not all, of our direct and indirect subsidiaries will guarantee the CODES. In the event of a bankruptcy, liquidation, or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those non-guarantor subsidiaries before any assets of the non-guarantor subsidiaries are made available for distribution to us. Had they been outstanding on September 30, 2003, the CODES would have been effectively junior to $77.3 million of indebtedness and other liabilities (including trade payables) of these non-guarantor subsidiaries. The non-guarantor subsidiaries generated 22.0% of our net sales and generated operating income of $38.3 million for the year ended September 30, 2003. The non-guarantor subsidiaries held 21.5% of our consolidated total assets as of September 30, 2003.

The guarantees may be unenforceable due to fraudulent conveyance statutes. Accordingly, you could have no claim against the guarantors.

The guarantees of our subsidiary guarantors may be subject to review under United States federal bankruptcy law and comparable provisions of state fraudulent conveyance laws in bankruptcy or similar proceedings. Although laws differ among various jurisdictions, a court could, under current fraudulent conveyance laws, subordinate or avoid the guarantees if it found that the guarantees were incurred with actual intent to hinder, delay, or defraud creditors, or the guarantor was a defendant in an action for money damages or had a judgment for money damages docketed against it if, in either case, after final judgment, the judgment is unsatisfied, or the guarantor did not receive fair consideration or reasonably equivalent value for the guarantees and that the guarantor:

• was insolvent or rendered insolvent by reason of the issuance of the guarantees;

• was engaged or was about to engage in a business or transaction for which the remaining assets of the guarantor constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay debts as they matured.

If a court voided a guarantee by one or more of our subsidiary guarantors as the result of a fraudulent conveyance, or held it unenforceable for any other reason, holders of the CODES would cease to have a claim against such subsidiary based on the guarantee and would be creditors only of Apogent and any guarantor whose guarantee was not similarly held unenforceable.

We cannot assure you that a court would conclude that the CODES and the subsidiary guarantees issued concurrently with the CODES are incurred for proper purposes and in good faith. We also cannot assure you that a court would conclude that, after giving effect to indebtedness incurred in connection with the issuance of the CODES and the issuance of the subsidiary guarantees, Apogent and the subsidiary guarantors are solvent and will continue to be solvent, will have sufficient capital for carrying their respective businesses and will be able to pay their debts as they become absolute and mature.

From time to time the guarantors of the CODES may differ from those under our other existing senior debt.

While the guarantees of these CODES will rank equally with the guarantees of our 8% senior notes due 2011, our 2.25% CODES, and our revolving credit facility, the guarantors under these CODES may from time to time not include all of the guarantors under such other existing senior debt. In the event of a bankruptcy,

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liquidation, or reorganization of any of the non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets of the non-guarantor subsidiaries are made available for distribution to Apogent. As of September 30, 2003, the guarantors of our 8% senior notes, our 2.25% CODES, and our revolving credit facility had an aggregate of $713.0 million of indebtedness and other liabilities outstanding.

Our preferred stock purchase rights, certain provisions of Wisconsin law and our articles of incorporation and bylaws contain certain provisions that could make a takeover of Apogent more difficult.

Our preferred stock purchase rights, certain provisions of Wisconsin law, and our articles of incorporation and bylaws could have the effect of delaying or preventing a third party from acquiring us, even if a change in control would be beneficial to our shareholders. In addition to our common stock purchase rights, these provisions of our articles of incorporation and bylaws include:

• providing for a classified board of directors with staggered, three-year terms;

• permitting removal of directors only for cause;

• providing that vacancies on the board of directors will be filled by the remaining directors then in office; and

• requiring advance notice for shareholder proposals and director nominees.

In addition, the Wisconsin control share acquisition statute and Wisconsin’s “fair price” and “business combination” provisions limit the ability of an acquiring person to engage in certain transactions or to exercise the full voting power of acquired shares of a “resident domestic corporation” under certain circumstances. It is not clear whether Apogent will be considered a “resident domestic corporation” for these purposes. These provisions and other provisions of Wisconsin law could make it more difficult for a third party to acquire us, even if doing so would benefit our shareholders. As a result, offers to acquire Apogent which represent a premium over the available market price of our common stock may be withdrawn or otherwise fail to be realized.

Because the CODES are represented by global securities registered in the name of a depositary, you will not be a “holder” under the indenture and your ability to transfer CODES could be limited.

The CODES will be represented by one or more global securities registered in the name of Cede & Co. as nominee for The Depository Trust Company (“DTC”). Except in the limited circumstances described in this prospectus, owners of beneficial interests in the global securities will not be entitled to receive physical delivery of CODES in certificated form and will not be considered “holders” of the CODES under the indenture for any purpose. Instead, owners must rely on the procedures of DTC and its participants to protect their interests under the indenture. In addition, because the laws of some states require that certain persons take physical delivery in definitive form of securities that they own, you may be unable to transfer your CODES to those persons.

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CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our historical consolidated ratio of earnings to fixed charges for Apogent for the periods indicated:

	Year Ended September 30,
	2003		2002		2001		2000		1999
Ratio of earnings to fixed charges(a)	3.2	x	5.2	x	4.1	x	3.5	x	4.3	x

(a) The ratio of earnings to fixed charges is computed by dividing:

• income from continuing operations before income taxes, plus fixed charges, by

• fixed charges.

Fixed charges consist of interest expense, amortization of deferred financing fees, and an estimate of interest within rental expense.

The ratio of earnings to fixed charges, after giving pro forma effect to the private placement of the CODES and the application of the proceeds therefrom, for the year ended September 30, 2003 would have been 5.6x, assuming the sale of the CODES was completed on October 1, 2002.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the CODES or the common stock into which the CODES may be convertible. The selling holders will receive all of the net proceeds from the sale of the CODES and the common stock into which the CODES may be convertible that they, respectively, own.

DIVIDEND HISTORY AND POLICY

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings to finance the growth and development of our business and do not have any plans to pay any cash dividends in the foreseeable future. Any future decision to pay cash dividends will be at the discretion of our board of directors and will depend upon, among other factors, our earnings, financial condition, compliance with the provisions of our revolving credit facility and senior subordinated debt that restrict our ability to pay dividends in some circumstances, and other requirements.

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PRICE RANGE OF COMMON STOCK

Our common stock trades on the New York Stock Exchange under the symbol “AOT.” As of                     , 2004, there were                      shares of our common stock issued and outstanding held by      shareholders of record. We list in the table below closing information on the high and low sales prices for our common stock during the periods indicated as reported on the New York Stock Exchange.

	Price Range of Common Stock
Fiscal Year and Quarter	High		Low
2002
1st Quarter	$	26.52	$	21.25
2nd Quarter		26.50		21.8
3rd Quarter		25.49		20.15
4th Quarter		21.27		16.87
2003
1st Quarter	$	21.24	$	16.70
2nd Quarter		21.40		14.45
3rd Quarter		20.89		14.60
4th Quarter		22.51		19.79
2004
1st Quarter	$	23.60	$	20.85
2nd Quarter through February     , 2004

For the last reported sales price for our common stock on a recent date, see the cover page of this prospectus.

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DESCRIPTION OF THE CODES

We issued the CODES under an indenture, dated as of December 17, 2003, between us, the guarantors and The Bank of New York, as trustee. The terms of the CODES include those provided in the indenture and those provided in the registration rights agreement, which we entered into with the initial purchasers of the CODES.

The following description is only a summary of the material provisions of the CODES, the indenture and the registration rights agreement. We urge you to read these documents in their entirety because they, and not this description, define the rights associated with the CODES. You may request copies of these documents at our address set forth under the caption “Where You Can Find More Information.”

When we refer to Apogent in this section, we refer only to Apogent Technologies Inc. and not its subsidiaries.

Brief Description of the CODES

The CODES:

• are limited to $345,000,000 aggregate principal amount, all of which were issued in December 2003;

• bear interest at a per annum rate which will equal 3-month LIBOR, adjusted quarterly, minus a spread of 125 basis points (which spread may be reset under certain circumstances, as described herein); notwithstanding any quarterly adjustments of the interest rate or resetting of the spread, the interest rate borne by the CODES will never be less than zero;

• bear contingent interest in the circumstances described under “—Contingent Interest;”

• are general unsecured obligations, ranking equally with all of our other unsecured senior indebtedness and senior in right of payment to any subordinated indebtedness; as indebtedness of Apogent, the CODES are effectively subordinated to all indebtedness and liabilities of our subsidiaries, except for indebtedness of the guarantors;

• are convertible into our common stock at a conversion price of $33.09 per share, subject to adjustment as described under “—Conversion Rights,” in the following circumstances:

• during any fiscal quarter, if the sale price of our common stock for at least 20 trading days in the 30 consecutive trading-day period ending on the last day of the preceding fiscal quarter was more than 130% of the conversion price on that thirtieth trading day;

• on or before December 15, 2028, during the five business-day period following any 10 consecutive trading-day period in which the average of the trading prices (as described below under “—Conversion Rights—Conversion Upon Satisfaction of Market Price Conditions”) for the CODES, as determined following a request from a holder to make a determination, for that 10 trading-day period was less than 98% of the average conversion value, as described below, for the CODES during that period;

• during any period, (1) when the credit rating assigned to the CODES by Moody’s Investors Service, Inc. (“Moody’s”) is lower than “Ba3” or the credit rating assigned by Standard & Poor’s Rating Services (“Standard and Poor’s”) is lower than “BB”, (2) in which the credit rating assigned to the CODES is suspended or withdrawn by either rating agency, or (3) in which neither agency continues to rate the CODES or provide ratings services or coverage to Apogent;

• if the CODES have been called for redemption; and

• upon the occurrence of specified corporate transactions;

• are redeemable at our option in whole or in part beginning on March 15, 2010 upon the terms and for a price equal to 100% of the principal amount of the CODES plus any accrued and unpaid interest (including contingent interest) as set forth under “—Optional Redemption by Apogent;”

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• may be repurchased by us, at your option, on December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024 and December 15, 2029 or if a change of control occurs; and

• will be due on December 15, 2033, unless earlier converted, redeemed by us at our option or repurchased by us at your option.

The indenture does not contain any financial covenants and does not restrict us or any of the guarantors from paying dividends, incurring additional senior or other indebtedness, or issuing or repurchasing our other securities. The indenture also does not and will not protect you in the event of a highly leveraged transaction or a change in control of Apogent, except to the extent described under “—Repurchase at Option of Holders—Change of Control Put” below.

Under the indenture, we have agreed, and by acceptance of a beneficial interest in the CODES each beneficial owner of the CODES will be deemed to have agreed, among other things, for United States federal income tax purposes, to treat the CODES as indebtedness that is subject to the regulations governing contingent payment debt instruments, and, for purposes of those regulations, to treat the fair market value of any stock received upon any conversion of the CODES as a contingent payment, and to be bound by our determination of the “comparable yield” and “projected payment schedule” with respect to the CODES. The discussion in this prospectus assumes that such treatment is correct. However, the characterization of instruments such as the CODES and the application of such regulations is uncertain in several respects. See “Certain United States Federal Income Tax Considerations—Classification of the CODES.”

No sinking fund is provided for the CODES. The CODES will not be subject to defeasance. The CODES will be issued only in registered form in denominations of $1,000 and any integral multiple of $1,000 above that amount. No service charge will be made for any registration of transfer or exchange of CODES, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

You may present definitive CODES for conversion, registration of transfer, and exchange, without service charge, at our office or agency in New York City, which initially is the office or agency of the trustee in New York City. For information regarding conversion, registration of transfer, and exchange of global securities, see “—Form, Denomination and Registration.”

Brief Description of the Guarantees

The CODES have been and will be jointly and severally guaranteed by certain of Apogent’s existing and future U.S. subsidiaries.

The guarantees of the CODES:

• are and will be general obligations of each guarantor;

• rank equally with the obligations of the guarantors under their guarantees of Apogent’s revolving credit facility, 8% senior notes, and 2.25% CODES;

• rank senior to the obligations of the guarantors under their guarantees of Apogent’s 6 ¹/2% senior subordinated notes; and

• terminate with respect to each guarantor upon the termination of the obligations of such guarantor under the Credit Agreement, dated as of July 29, 2003, between Apogent, the guarantors, and JPMorgan Chase Bank, as Administrative Agent, as amended, supplemented or modified from time to time (the “Credit Agreement”).

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Interest

The CODES bear interest from December 17, 2003 at a per annum rate equal to 3-month LIBOR, adjusted quarterly as described below, minus a spread of 125 basis points, which spread may be reset upon the occurrence of a reset transaction. See “—Resetting the Spread” below. Notwithstanding any quarterly adjustments of the interest rate or resetting of the spread, the interest rate borne by the CODES will never be less than zero. We will also pay contingent interest on the CODES in the circumstances described below under “—Contingent Interest.”

We are required to pay interest quarterly in arrears on March 15, June 15, September 15, and December 15 of each year, beginning March 15, 2004, unless any such interest payment date (other than an interest payment date at maturity) would otherwise be a day that is not a business day, in which case the interest payment date will be postponed to the next succeeding business day (except if that business day falls in the next succeeding calendar month, that interest payment date will be the immediately preceding business day). If the maturity date of the CODES is a day that is not a business day, all payments to be made on such day will be made on the next succeeding business day, with the same force and effect as if made on the maturity date, and no additional interest will be payable as a result of such a delay in payment. We will pay interest to the holders of record at the close of business on the March 1, June 1, September 1, and December 1 (whether or not a business day), as applicable, next preceding each interest payment date. There are two exceptions to these provisions:

• In general, we will not pay interest accrued and unpaid on any CODES that are converted into our common stock. See “—Conversion Rights” below. If a holder of CODES converts after a record date for an interest payment but prior to the corresponding interest payment date, it will receive interest accrued and paid on such CODES on the interest payment date, notwithstanding the conversion of such CODES prior to such interest payment date, because such holder will have been the holder of record on the corresponding record date. However, at the time such holder surrenders such CODES for conversion, it must pay us an amount equal to the interest that has accrued and will be paid on the interest payment date. The preceding sentence does not apply, however, to a holder that converts, after a record date for an interest payment but prior to the corresponding interest payment date, CODES that we call for redemption prior to such conversion on a redemption date that is on or prior to the third business day after such interest payment date.

• We will pay interest to a person other than the holder of record on the record date if we redeem the CODES on a date that is after the record date and prior to the corresponding interest payment date. In this instance, we will pay interest accrued and unpaid on the CODES being redeemed to, but not including, the redemption date to the same person to whom we will pay the principal of such CODES.

Except as provided below, we will pay interest on:

• the global securities representing the CODES to DTC in immediately available funds;

• any definitive CODES having an aggregate principal amount of $5,000,000 or less by check mailed to the holders of those CODES; and

• any definitive CODES having an aggregate principal amount of more than $5,000,000 by wire transfer in immediately available funds if requested by the holders of those CODES prior to the relevant record date.

At maturity, we will pay interest on any definitive CODES at the office of the trustee in New York City.

We will pay principal on:

• the global securities representing the CODES to DTC in immediately available funds; and

• any definitive CODES at our office or agency in New York City, which initially will be the office or agency of the trustee in New York City.

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The interest rate will be determined by the trustee acting as calculation agent. The interest rate for each quarterly period (other than the period commencing December 17, 2003 for which the interest rate is 0.0%) will be adjusted on the interest adjustment date. The term “interest adjustment date” means March 15, June 15, September 15 and December 15 of each year; provided that, if any interest adjustment date would otherwise be a day that is not a business day, such interest adjustment date shall be postponed to the next succeeding business day, except if such business day falls in the next succeeding calendar month, such interest adjustment date will be the immediately preceding business day. The adjusted interest rate will be based upon 3-month LIBOR, determined on the second preceding London banking day (which we refer to as the interest determination date) as described below, less the applicable spread. Notwithstanding any quarterly adjustments of the interest rate or resetting of the spread, the interest rate borne by the CODES will never be less than zero.

Interest generally will be computed on the basis of the actual number of days for which interest is payable in the relevant interest period, divided by 360. All percentages resulting from any calculation of interest will be rounded to the nearest one hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 4.876545% (or .04876545) would be rounded to 4.87655% (or .0487655)), and all dollar amounts used in or resulting from such calculation on the CODES will be rounded to the nearest cent (with one-half cent being rounded upward).

The term “3-month LIBOR” as determined by the calculation agent means, with respect to any interest determination date:

1. the rate for 3-month deposits in United States dollars commencing on the related interest adjustment date, that appears on the Moneyline Telerate Page 3750 (as described below) as of 11:00 A.M., London time, on the interest determination date, unless fewer than two such offered rates so appear; or

2. if fewer than two offered rates appear, or no rate appears, as the case may be, on the particular interest determination date on the Moneyline Telerate Page 3750, the rate calculated by the calculation agent of at least two offered quotations obtained by the calculation agent after requesting the principal London offices of each of four major reference banks in the London interbank market to provide the calculation agent with its offered quotation for deposits in United States dollars for the period of three months, commencing on the related interest adjustment date, to prime banks in the London interbank markets at approximately 11:00 A.M., London time, on that interest determination date and in a principal amount that is representative for a single transaction in United States dollars in that market at that time; or

3. if fewer than two offered quotations referred to in clause (2) are provided as requested, the rate calculated by the calculation agent as the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York time, on the particular interest determination date by three major banks (which will not include our affiliates) in the City of New York selected by the calculation agent for loans in United States dollars to leading European banks for a period of three months and in a principal amount that is representative for a single transaction in United States dollars in that markets at that time; or

4. if the banks so selected by the calculation agent are not quoting as mentioned in clause (3), 3-month LIBOR in effect immediately prior to the particular interest determination date.

“Moneyline Telerate Page 3750” means the display on Moneyline Telerate (or any successor service) on such page (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for United States dollars.

“London banking day” means a day on which commercial banks are open for business, including dealings in United States dollars, in London.

The term “business day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in the City of New York.

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Resetting the Spread

If a reset transaction occurs, the spread will be adjusted to equal the adjusted spread from the effective date of such reset transaction to, but not including, the effective date of any succeeding reset transaction.

A “reset transaction” means:

• a merger, consolidation or statutory share exchange to which the entity that is the issuer of the common stock into which the CODES are then convertible is a party;

• a sale of all or substantially all the assets of that entity;

• a recapitalization of the common stock of that entity; or

• a distribution as described in the fourth bullet point of the first paragraph under “—Conversion Rights—Conversion Price Adjustments” below,

after the effective date of which transaction or distribution the CODES would be convertible into:

• shares of an entity the common stock of which had a dividend yield for the four fiscal quarters of such entity immediately preceding the public announcement of the transaction or distribution that was more than 2.5 percentage points higher than the dividend yield on our common stock (or other common stock then issuable upon conversion of the CODES) for the four fiscal quarters preceding the public announcement of the transaction or distribution; or

• shares of an entity that announces a dividend policy prior to the effective date of the transaction or distribution which policy, if implemented, would result in a dividend yield on that entity’s common stock for the next four fiscal quarters that would be more than 2.5 percentage points higher than the dividend yield on our common stock (or other common stock then issuable upon conversion of the CODES) for the four fiscal quarters preceding the public announcement of the transaction or distribution.

The “adjusted spread” with respect to any reset transaction will be the arithmetic average of the spreads, expressed as a percentage, from 3-month LIBOR quoted by two dealers engaged in the trading of convertible securities selected by us (or our successor) as the spread from 3-month LIBOR which should be used in calculating the rate at which interest on the CODES should accrue so that the fair market value, expressed in dollars, of a CODES immediately after the later of:

• the public announcement of the reset transaction; or

• the public announcement of a change in dividend policy in connection with the reset transaction

will equal the average trading price (as described below under “—Conversion Rights—Conversion Upon Satisfaction of Market Price Conditions”) of the CODES for the 20 trading days preceding the date of public announcement of the reset transaction. In no event will the rate of interest borne by the CODES (without giving effect to any contingent interest) at any time after the first interest payment date be less than the greater of (a)zero and (b) 3-month LIBOR, determined as provided above, minus 125 basis points.

For purposes of the definition of reset transaction, the dividend yield on any security for any period means the dividends paid or proposed to be paid pursuant to an announced dividend policy on the security for that period, divided by, if with respect to dividends paid on that security, the average sale price (as defined below) of the security during that period and, if with respect to dividends proposed to be paid on the security, the closing price of such security on the effective date of the related reset transaction.

The “sale price” of a security on any date of determination means:

• the closing sale price (or, if no closing sale price is reported, the last reported sale price) of a security (regular way) on the New York Stock Exchange on that date;

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• if that security is not listed on the New York Stock Exchange on that date, the closing sale price as reported in the composite transactions for the principal U.S. securities exchange on which that security is listed;

• if that security is not so listed on a U.S. national or regional securities exchange, the closing sale price as reported by the Nasdaq National Market;

• if that security is not so reported, the last price quoted by Interactive Data Corporation for that security or, if Interactive Data Corporation is not quoting such price, a similar quotation service selected by us; or

• if that security is not so quoted, the average of the mid-point of the last bid and ask prices for that security from at least two dealers recognized as market-makers for that security.

Contingent Interest

In addition to the interest we will pay as described under “—Interest” and “—Resetting the Spread,” we will pay contingent interest, subject to the accrual and record date provisions described above, to the holders of CODES during each quarterly interest period beginning December 15, 2009, if the average trading price, as described below under “—Conversion Rights—Conversion Upon Satisfaction of Market Price Conditions,” of a CODES for the five trading days ending on the second trading day immediately preceding the beginning of the relevant quarterly interest period equals 120% or more of the principal amount of the CODES.

The amount of contingent interest payable in respect of any quarterly period will equal 0.0625% of the average trading price of the CODES over the measuring period triggering the contingent interest payment. Contingent interest will be computed on the basis of the actual number of days for which interest is payable in the relevant interest period, divided by 360.

Upon determination that holders of CODES will be entitled to receive contingent interest during any relevant quarterly period, on or prior to the start of the relevant quarterly interest period, we will issue a press release and publish information with respect to any contingent interest on our web site.

We will pay contingent interest, if any, in the same manner as we will pay interest described above under “—Interest,” and your obligations in respect of the payment of contingent interest in connection with the conversion of any CODES will also be the same as described above under “—Interest.”

Conversion Rights

General

You may convert any outstanding CODES (or portions of outstanding CODES) into our common stock initially at the conversion price of $33.09 per share (equal to a conversion rate of approximately 30.22 shares per $1,000 principal amount of CODES) under the circumstances summarized below. The conversion price is, however, subject to adjustment as described below. We will not issue fractional shares of common stock upon conversion of CODES. Instead, we will pay a cash adjustment based upon the closing sale price of our common stock on the trading day immediately preceding the conversion date. You may convert CODES only in denominations of $1,000 and whole multiples of $1,000.

Holders may surrender CODES for conversion prior to the stated maturity only under the following circumstances:

• during any fiscal quarter, if the sale price of our common stock (as described above under “Resetting the Spread”) for at least 20 trading days in the 30 consecutive trading-day period ending on the last day of the preceding fiscal quarter was more than 130% of the conversion price on that thirtieth trading day;

• on or before December 15, 2028, during the five business-day period following any 10 consecutive trading-day period in which the average of the trading prices (as described below under “—Conversion

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Rights—Conversion Upon Satisfaction of Market Price Conditions”) for the CODES, as determined following a request by a holder to make a determination, for that 10 trading-day period was less than 98% of the average conversion value, as described below, for the CODES during that period;

• during any period, (1) when the credit rating assigned to the CODES by Moody’s is lower than “Ba3” or the credit rating assigned by Standard & Poor’s is lower than “BB”, (2) in which the credit rating assigned to the CODES is suspended or withdrawn by either rating agency, or (3) in which neither agency continues to rate the CODES or provide ratings services or coverage to Apogent;

• if we have called the CODES for redemption; or

• upon the occurrence of the corporate transactions summarized below.

If you have exercised your right to require us to repurchase your CODES as described under “—Repurchase at Option of Holders,” you may convert your CODES only if you validly withdraw your notice of exercise prior to the close of business on the business day immediately preceding the applicable repurchase date.

Conversion Upon Satisfaction of Market Price Conditions

A holder may convert any of its CODES into our common stock during any fiscal quarter if the sale price of our common stock for at least 20 consecutive trading days in the 30 trading-day period ending on the last day of the preceding fiscal quarter exceeds 130% of the conversion price on that thirtieth trading day.

On or before December 15, 2028, a holder may convert any of its CODES into our common stock during the five business-day period following any 10 consecutive trading-day period in which the average of the trading prices for the CODES for that 10 trading-day period was less than 98% of the average conversion value, as described below, for the CODES during that period. Notwithstanding anything to the contrary, the conversion agent shall have no obligation to determine the trading price of the CODES unless we have requested that it make such determination; and we have no obligation to make such request unless so requested by a holder. At such time as a written request is made by a holder, we shall instruct the conversion agent to determine the trading price per CODES beginning on the next trading day and on each successive trading day until the trading price per CODES is greater than or equal to 98% of the average conversion value for 10 consecutive days.

“Conversion value” is equal to the product of the sale price for our common stock on a given day multiplied by the then-applicable conversion rate, which is the number of shares of common stock into which each $1,000 principal amount of CODES is then convertible.

The “trading price” of the CODES on any date of determination means the average of the secondary market bid quotations per CODES obtained by us or the conversion agent for $10,000,000 principal amount of the CODES at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select, provided that if at least three such bids cannot reasonably be obtained by us or the conversion agent, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by us or the conversion agent, this one bid shall be used. If either we or the conversion agent cannot reasonably obtain at least one bid for $10,000,000 principal amount of the CODES from a nationally recognized securities dealer or in our reasonable judgment, the bid quotations are not indicative of the secondary market value of the CODES, then the trading price of the CODES will equal (a) the then-applicable conversion rate of the CODES multiplied by (b) the sale price of our common stock on such determination date.

Conversion Upon Credit Rating Event

A holder may convert any of its CODES into our common stock during any period, (1) when the credit rating assigned to the CODES by Moody’s is lower than “Ba3” or the credit rating assigned by Standard & Poor’s is lower than “BB”, (2) in which the credit rating assigned to the CODES is suspended or withdrawn by either rating agency, or (3) in which neither agency continues to rate the CODES or provide ratings services or coverage to Apogent.

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Conversion Upon Notice of Redemption

A holder may surrender for conversion into our common stock any CODES we call for redemption at any time prior to the close of business on the day that is two business days prior to the redemption date, even if the CODES are not otherwise convertible at that time. If a holder already has delivered a purchase notice or a change of control purchase notice with respect to a CODES, however, the holder may not surrender that CODES for conversion until the holder has withdrawn the notice in accordance with the indenture.

Conversion Upon Specified Corporate Transactions

If:

• we distribute to all or substantially all holders of our common stock certain rights entitling them to purchase, for a period expiring within 60 days of the record date for distribution, common stock at less than the trading price of the common stock on the business day immediately preceding the announcement of such distribution;

• we elect to distribute to all or substantially all holders of our common stock, cash or other assets, debt securities or certain rights to purchase our securities, the fair market value of which distribution has a per share value exceeding 5% of the trading price of the common stock on the business day immediately preceding the declaration date for the distribution; or

• a change of control as described under “Repurchase of CODES at the Option of Holders—Change of Control Put” occurs but holders of CODES do not have the right to require us to repurchase their CODES as a result of such change of control because either (1) the trading price of our common stock for a specified period prior to such change of control exceeds a specified level or (2) the consideration received in such change of control consists of capital stock that is freely tradeable and the CODES become convertible into that capital stock (each as more fully described under “Repurchase of CODES at the Option of Holders—Change of Control Put”),

then we must notify the holders of CODES at least 20 days prior to the ex-dividend date for the distribution or within 30 days of the occurrence of the change of control, as the case may be. Once we have given that notice, holders may convert their CODES at any time until either (a) the earlier of close of business on the business day prior to the ex-dividend date or our announcement that the distribution will not take place, in the case of a distribution, or (b) within 30 days of the change of control notice or the date the Company announces that the change of control will not take place, in the case of a change of control. In the case of a distribution, no adjustment to the ability of a holder of CODES to convert will be made if the holder participates or will participate in the distribution without conversion.

In addition, if we are party to a consolidation, merger or binding share exchange pursuant to which our common stock will be converted into cash, securities or other property, a holder may convert CODES at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the effective date of the transaction. If we are a party to a consolidation, merger or binding share exchange pursuant to which our common stock is converted into cash, securities or other property, then at the effective time of the transaction, the right to convert a CODES into common stock will be changed into a right to convert the CODES into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted such CODES immediately prior to the transaction. If the transaction also constitutes a “change of control,” as defined below, the holder can require us to repurchase all or a portion of its CODES as described under “—Repurchase at Option of Holders—Change of Control Put.”

If we exercise our option to redeem the CODES, a holder may nevertheless exercise its right to have its CODES repurchased pursuant to the repurchase rights discussed below under “Repurchase at Option of Holders,” if applicable, or to convert such CODES as discussed above under “Conversion Rights,” in each case, until the close of business two Business Days immediately preceding the Redemption Date.

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Conversion Procedures

Except as provided below, if you convert your CODES into our common stock on any day other than an interest payment date, you will not receive any interest that has accrued on the CODES. By delivering to the holder the number of shares issuable upon conversion, determined by dividing the principal amount of CODES being converted by the conversion price, together with a cash payment, if any, in lieu of fractional shares, we will satisfy our obligation with respect to the converted CODES. That is, accrued but unpaid interest (including contingent interest) will be deemed to be paid in full rather than canceled, extinguished or forfeited. If you convert after a record date for an interest payment but prior to the corresponding interest payment date, you will receive interest accrued and paid on such CODES on the interest payment date, notwithstanding the conversion of such CODES prior to such interest payment date, because you will have been the holder of record on the corresponding record date. However, at the time of surrender of such CODES for conversion, you must pay us an amount equal to the interest that has accrued and will be paid on the CODES being converted on the interest payment date. The preceding sentence does not apply, however, to a holder that converts, after a record date for an interest payment date but prior to the corresponding interest payment date, CODES that we call for redemption prior to such conversion on a redemption date that is on or prior to the third business day after such interest payment date.

You will not be required to pay any taxes or duties relating to the issuance or delivery of our common stock if you exercise your conversion rights, but you will be required to pay any tax or duty which may be payable relating to any transfer involved in the issuance or delivery of any common stock in a name other than your own. Certificates representing shares of common stock will be issued or delivered only after all applicable taxes and duties, if any, payable by you have been paid.

To convert interests in a global CODES, you must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program. To convert a definitive CODES, you must:

• complete the conversion notice on the back of the CODES (or a facsimile thereof);

• deliver the completed conversion notice and the CODES to be converted to the specified office of the conversion agent;

• pay all funds required, if any, relating to interest on the CODES to be converted to which you are not entitled, as described in the second preceding paragraph; and

• pay all taxes or duties, if any, as described in the preceding paragraph.

The conversion date will be the date on which all of the foregoing requirements have been satisfied. The CODES will be deemed to have been converted immediately prior to the close of business on the conversion date.

Upon conversion, we will satisfy all of our obligations by delivering to you a number of shares of our common stock equal to the aggregate principal amount of the CODES you are converting divided by the then applicable conversion price.

Conversion Price Adjustments

We will adjust the initial conversion price for certain events, including:

• issuances of our common stock as a dividend or distribution on our common stock;

• certain subdivisions and combinations of our common stock;

• issuances to all or substantially all holders of our common stock of certain rights or warrants to purchase our common stock (or securities convertible into our common stock) at less than (or having a conversion price per share less than) the then-current market price (as defined below) of our common stock;

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• distributions to all or substantially all holders of our common stock of shares of our capital stock (other than our common stock), evidences of our indebtedness or assets including securities, but excluding:

• the rights and warrants referred to in the third bullet point,

• any dividends and distributions in connection with a reclassification, change, consolidation, merger, statutory share exchange, combination, sale or conveyance resulting in a change in the conversion consideration pursuant to the second succeeding paragraph, or

• any dividends or distributions paid exclusively in cash;

• distributions consisting exclusively of cash to all or substantially all holders of our common stock, other than dividends or distributions made in connection with our liquidation, dissolution or winding-up, in which case, the conversion price shall be reduced so that the same shall equal the rate determined by multiplying the conversion price in effect on the applicable record date by a fraction,

(1) the numerator of which shall be the current market price on such record date less the full amount of cash so distributed as applicable to one share of common stock; and

(2) the denominator of which shall be the current market price on such record date,

such adjustment to be effective immediately prior to the opening of business on the day following the record date for the distribution; provided that if the portion of the cash so distributed applicable to one share of common stock is equal to or greater than the current market price on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder shall have the right to receive upon conversion the amount of cash such holder would have received had such holder converted each CODES on the record date; and

• purchases of our common stock pursuant to a tender offer made by us or any of our subsidiaries to the extent that the same involves an aggregate consideration that, together with:

• any cash and the fair market value of any other consideration paid in any other tender offer by us or any of our subsidiaries for our common stock expiring within the 12 months preceding the expiration of such tender offer for which no adjustment has been made, plus

• the aggregate amount of any and all cash distributions referred to in the preceding bullet point to all holders of our common stock within 12 months preceding the expiration of such tender offer for which no adjustments have been made,

exceeds 10% of our market capitalization on the expiration of such tender offer, in which case, the conversion price shall be adjusted so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to the close of business on the date of the expiration for the offer by a fraction:

(1) the numerator of which shall be the (x) the product of (i) the number of shares of common stock outstanding (including any tendered shares) at the expiration time and (ii) the current market price of the common stock at the expiration time, less (y) the excess amount over 10% of our market capitalization; and

(2) the denominator shall be the product of the number of shares of common stock outstanding (including any tendered shares) at the expiration time and the current market price of the common stock at the expiration time.

Such reduction (if any) shall become effective immediately prior to the opening of business on the day following the expiration time.

“Current market price” on any date means the average of the daily sale prices per share of common stock for the ten consecutive trading days immediately prior to such date, subject to certain adjustments to take into account “ex” dates.

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We will not be required to make an adjustment in the conversion price unless the adjustment would require a change of at least 1% in the conversion price; provided that we will carry forward any adjustments that are less than 1% of the conversion price and make such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1%, within one year of the first such adjustment carried forward. Except as stated above, we will not adjust the conversion price for the issuance of our common stock or any securities convertible into or exchangeable for our common stock or carrying the right to purchase any of the foregoing.

If we:

• reclassify or change our common stock (other than changes resulting from a subdivision or combination); or

• consolidate or combine with or merge into any person or sell or convey to another person all or substantially all of our property and assets,

and the holders of our common stock receive stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for their common stock, the holders of the CODES may convert the CODES into the consideration they would have received if they had converted their CODES immediately prior to such reclassification, change, consolidation, combination, merger, sale or conveyance. We may not become a party to any such transaction unless its terms are consistent with the foregoing.

In the event that we distribute shares of capital stock of a subsidiary of ours, the conversion rate will be adjusted, if at all, based on the market value of the subsidiary stock so distributed relative to the market value of our common stock, in each case over a measurement period following the distribution.

In the event we elect to make a distribution described in the third or fourth bullet points of the first paragraph of this subsection “—Conversion Price Adjustments,” which, in the case of the fourth bullet, has a per share value equal to more than 5% of the sale price of our shares of common stock on the day preceding the declaration date for the distribution, then, if the distribution would also trigger a conversion right under “—Conversion Upon Specified Corporate Transactions,” or if the CODES are otherwise convertible, we will be required to give notice to the holders of CODES at least 20 days prior to the ex-dividend date for the distribution and, upon the giving of notice, the CODES may be surrendered for conversion at any time until the close of business on the business day prior to the ex-dividend date or until we announce that the distribution will not take place. No adjustment to the conversion price or the ability of a holder of a CODES to convert will be made if the holder will otherwise participate in the distribution without conversion or in certain other cases.

In the event of any distribution described in the fourth bullet point of the first paragraph of this subsection “—Conversion Price Adjustments,” in which (1) the fair market value of such distribution applicable to one share of common stock equals or exceeds the average of the sale prices of the common stock over the ten consecutive trading day period ending on the record date for such distribution or (2) the average of the sale prices of the common stock over the ten consecutive trading day period ending on the record date for such distribution exceeds the fair market value of such distribution by less than $1.00, then, in each such case, in lieu of an adjustment to the conversion price, adequate provision shall be made so that each holder shall have the right to receive upon conversion of a CODES, in addition to shares of common stock, the kind and amount of such distribution such holder would have received had such holder converted such CODES immediately prior to the record date for determining the shareholders entitled to receive the distribution.

If a taxable distribution to holders of our common stock or other transaction occurs which results in any adjustment of the conversion price, you may, in certain circumstances, be deemed to have received a distribution subject to U.S. income tax as a dividend. In certain other circumstances, the absence of an adjustment may result in a taxable dividend to the holders of our common stock. See “Certain United States Federal Income Tax Considerations.”

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We may from time to time, to the extent permitted by law, reduce the conversion price of the CODES by any amount for any period of at least 20 business days. In that case, we will give at least 15 days’ notice of such decrease. We may make such reductions in the conversion price, in addition to those set forth above, as our board of directors deems advisable to avoid or diminish any income tax to holders of our common stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

Optional Redemption by Apogent

Optional Redemption

We may not redeem the CODES in whole or in part at any time prior to March 15, 2010. At any time on or after March 15, 2010, we may redeem some or all of the CODES on at least 20 but not more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof. In addition, we will pay interest (including contingent interest) on the CODES being redeemed, including those CODES which are converted into our common stock after the date the notice of the redemption is mailed and prior to the redemption date. This interest will include interest accrued and unpaid to, but excluding, the redemption date. If the redemption date is an interest payment date, we will pay the interest to the holder of record on the corresponding record date, which may or may not be the same person to whom we will pay the redemption price.

Partial Redemption

If we do not redeem all of the CODES, the trustee will select the CODES to be redeemed in principal amounts of $1,000 or whole multiples of $1,000 by lot or on a pro rata basis. If any CODES are to be redeemed in part only, we will issue a new CODES in principal amount equal to the unredeemed principal portion thereof. If a portion of your CODES is selected for partial redemption and you convert a portion of your CODES, the converted portion will be deemed to be taken from the portion selected for redemption.

Repurchase at Option of Holders

Optional Put

On December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024 and December 15, 2029, a holder may require us to repurchase all or a portion of its CODES for which the holder has properly delivered and not withdrawn a written repurchase notice, subject to certain additional conditions, at a repurchase price equal to 100% of the principal amount of those CODES plus any accrued and unpaid interest, including contingent interest, on those CODES to the repurchase date. Holders may submit their CODES for repurchase to the paying agent at any time from the opening of business on the date that is 20 business days prior to the repurchase date until the close of business on the third business day prior to the repurchase date.

We will be required to give notice at least 20 business days prior to each repurchase date to all holders at their addresses shown in the register of the registrar and to beneficial owners as required by applicable law stating among other things, the procedures that holders must follow to require us to repurchase their CODES as described below.

The repurchase notice given by each holder electing to require us to repurchase CODES must be received by the trustee no later than the close of business on the third business day prior to the repurchase date and must state certain information, including:

• the CUSIP numbers of the holder’s CODES to be delivered for repurchase;

• the portion of the principal amount of CODES to be repurchased, which must be $1,000 or an integral multiple of $1,000; and

• that the CODES are to be repurchased by us pursuant to the applicable provision of the indenture.

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A holder may withdraw any repurchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business on the day immediately preceding the repurchase date. The notice of withdrawal shall state certain information, including:

• the principal amount of CODES being withdrawn;

• the certificate numbers of the CODES being withdrawn; and

• the principal amount, if any of the CODES that remain subject to the repurchase notice.

In connection with any repurchase we will, to the extent applicable:

• comply with the provisions of Rule 13e-4, Rule l4e-1 and any other tender offer rules under the Exchange Act which may then be applicable; and

• file a Schedule TO or any other required schedule under the Exchange Act.

Our obligation to pay the repurchase price for CODES for which a repurchase notice has been delivered and not validly withdrawn is conditioned upon the holder delivering the CODES, together with necessary endorsements, to the paying agent at any time after delivery of the repurchase notice. We will cause the purchase price for the CODES to be paid promptly following the later of the repurchase date or the time of delivery of the CODES, together with such endorsements. Notwithstanding anything to the contrary contained herein, we shall not be obligated to repurchase any CODES that may be put to us for repurchase on an optional repurchase date if there has occurred (prior to, on or after, as applicable, the giving, by the holders of such CODES, of the required repurchase notice) and is continuing an Event of Default (other than a default in the payment of the repurchase price with respect to such CODES).

If the paying agent holds money sufficient to pay the purchase price of the CODES for which a repurchase notice has been given on the business day following the repurchase date in accordance with the terms of the indenture, then, immediately after the repurchase date, the CODES will cease to be outstanding and interest on the CODES will cease to accrue, whether or not the CODES are delivered to the paying agent. Thereafter, all other rights of the holder shall terminate, other than the right to receive the purchase price upon delivery of the CODES.

Our ability to repurchase CODES for cash may be limited by restrictions on our ability to obtain funds for such repurchase through dividends from our subsidiaries and the terms of our then existing borrowing agreements.

Change of Control Put

If a change of control occurs, you will have the right to require us to repurchase all or a portion of your CODES not previously called for redemption, or any portion of those CODES that is equal to $1,000 or a whole multiple of $1,000. The repurchase price is equal to 100% of the principal amount of the CODES to be repurchased. We will also pay interest (including contingent interest) accrued and unpaid to, but excluding, the repurchase date.

Within 30 days after the occurrence of a change of control, we are required to give you notice of the occurrence of the change of control and of your resulting repurchase right. The repurchase date is 30 days after the date we give notice of a change of control. To exercise the repurchase right, you must deliver prior to the close of business on the business day immediately preceding the repurchase date, written notice to the trustee of your exercise of your repurchase right, together with the CODES with respect to which your right is being exercised. You may withdraw this notice by delivering to the paying agent a notice of withdrawal prior to the close of business on the business day immediately preceding the repurchase date.

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A “change of control” will be deemed to have occurred at such time after the original issuance of the CODES when any of the following has occurred:

• the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions of shares of our capital stock entitling that person to exercise 50% or more of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors, other than any acquisition by us, any of our subsidiaries or any of our employee benefit plans (except that such person shall be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition);

• the first day on which a majority of the members of the board of directors of Apogent are not continuing directors; or

• the consolidation or merger of us with or into any other person, any merger of another person into us, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of our properties and assets to another person, other than:

1. any transaction:

• that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of our capital stock; and

• pursuant to which holders of our capital stock immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving person immediately after giving effect to such transaction; or

2. any merger solely for the purpose of changing our jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of common stock solely into shares of common stock of the surviving entity.

However, a change of control will be deemed not to have occurred if:

• the closing sale price per share of our common stock for any five trading days within:

• the period of 10 consecutive trading days ending immediately after the later of the change of control or the public announcement of the change of control, in the case of a change of control under the first bullet point above, or

• the period of 10 consecutive trading days ending immediately before the change of control, in the case of a change of control under the second bullet point above,

equals or exceeds 110% of the conversion price of the CODES in effect on each such trading day; or

• at least 90% of the consideration in the transaction or transactions constituting a change of control consists of shares of common stock traded or to be traded immediately following such change of control on a national securities exchange or the Nasdaq National Market and, as a result of the transaction or transactions, the CODES become convertible solely into such common stock (and any rights attached thereto).

The beneficial owner shall be determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act. The term “person” includes any syndicate or group which would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

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“Continuing directors” means, as of any date of determination, any member of the board of directors of Apogent who:

• was a member of the board of directors on December 12, 2003; or

• was nominated for election or elected to the board of directors with the approval of two-thirds of the continuing directors who were members of the board at the time of a new director’s nomination or election.

Rule 13e-4 under the Exchange Act, requires the dissemination of certain information to security holders if an issuer tender offer occurs for certain equity securities and may apply if the repurchase option becomes available to holders of the CODES. We will comply with this rule to the extent applicable at that time.

We may, to the extent permitted by applicable law, at any time purchase the CODES in the open market or by tender at any price or by private agreement. Any CODES so purchased by us may, to the extent permitted by applicable law and the terms of the indenture and the purchase agreement relating to the offering, be reissued or resold or may be surrendered to the trustee for cancellation. Any CODES surrendered to the trustee may not be reissued or resold and will be canceled promptly.

The foregoing provisions would not necessarily protect holders of the CODES if highly leveraged or other transactions involving us occur that may adversely affect holders.

Our ability to repurchase CODES upon the occurrence of a change in control is subject to important limitations. The occurrence of a change of control could cause an event of default under, or be prohibited or limited by, the terms of our other indebtedness including indebtedness that we may incur in the future. Further, we cannot assure you that we would have the financial resources, or would be able to arrange financing, to pay the repurchase price for all the CODES and other indebtedness that might be delivered by holders thereof seeking to exercise the repurchase rights.

The definition of “change of control” includes a phrase relating to the conveyance, transfer, sale, lease or disposition of “all or substantially all” of our properties and assets. There is no precise, established definition of the phrase “substantially all” under New York law, which is the law governing the indenture and the CODES. Accordingly, there may be uncertainty as to whether or not a change of control may have occurred and, therefore, as to whether or not the holders of CODES will have the right to require us to repurchase their CODES.

Any failure by us to repurchase the CODES when required following a change of control would result in an event of default under the indenture. Any such default may, in turn, cause a default under senior debt that we may incur in the future.

Notwithstanding anything to the contrary contained herein, we shall not be obligated to repurchase any CODES that may be put to us following a change of control if there has occurred (prior to, on or after, as applicable, the giving, by the holders of such CODES, of the required repurchase notice) and is continuing an Event of Default (other than a default in the payment of the repurchase price with respect to such CODES).

Subsidiary Guarantees

The guarantors have and will jointly and severally guarantee Apogent’s obligations under the CODES. The obligations of each guarantor under its guarantee will be limited as necessary to prevent that guarantee from constituting a fraudulent conveyance under the applicable laws. See “Risk Factors—The guarantees may be unenforceable due to fraudulent conveyance statutes. Accordingly, you could have no claim against the guarantors.”

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The guarantee of a guarantor will be released:

• in connection with any sale or other disposition of all or substantially all of the assets of that guarantor (including by way of merger or consolidation);

• in connection with any sale of all of the capital stock of the guarantor; or

• in connection with any termination of the obligations of that guarantor as a guarantor or borrower under the Credit Agreement.

Initial and Current Guarantors

The CODES were initially guaranteed by all of the U.S. companies that were our subsidiaries on the date that the CODES were first issued, other than subsidiaries that were inactive, in the process of liquidation, or owned less than $1,000,000 in assets. Any new U.S. subsidiaries of Apogent that became guarantors or borrowers under the Credit Agreement prior to the date of this prospectus have also become guarantors of the CODES.

Future Guarantors

After the date the CODES were first issued and prior to the date upon which the shelf registration statement covering resales by holders of CODES and the common stock issuable upon conversion of the CODES (of which this prospectus is a part) was first declared effective by the SEC and after the date upon which we are no longer required to keep the registration statement effective, we will cause each newly created or acquired subsidiary which becomes a guarantor or borrower under the Credit Agreement to promptly execute and deliver to the trustee a guarantee pursuant to which such subsidiary will unconditionally guarantee, on a joint and several basis, the full and prompt payment of the principal, interest (including contingent interest), if any, and additional amounts with respect to the CODES.

During the period following the effective date of the registration statement and prior to the date upon which we are no longer required to keep the registration statement effective, we will cause each subsidiary created or acquired by us and which becomes a guarantor or borrower under the Credit Agreement to execute and deliver to the trustee on the next following roll-up date a similar guarantee. As used herein, “roll-up date” means December 31, 2004 and the last day of any calendar month in which the consolidated net sales or consolidated total assets of the companies which are then guarantors of the CODES becomes less than 90% of the consolidated net sales or consolidated total assets, as the case may be, of the entities which then guarantee our obligations or are subsidiary borrowers under the Credit Agreement.

Events of Default

Each of the following will constitute an event of default under the indenture:

1. our failure to convert CODES into shares of our common stock upon exercise of a holder’s conversion right;

2. our failure to pay when due the principal of any of the CODES at maturity, upon redemption or exercise of a repurchase right or otherwise;

3. our failure to pay an installment of interest (including contingent interest) on any of the CODES for 30 days after the date when due;

4. our failure to pay additional amounts, if any, with respect to any of the CODES for 30 days after the date when due;

5. the failure by us to perform or observe any other term, covenant or agreement contained in the CODES or the indenture for a period of 60 days after written notice of such failure, requiring us to remedy the same, shall have been given to us by the trustee or to us and the trustee by the holders of at least 25% in aggregate principal amount of the CODES then outstanding;

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6. a default under any indebtedness for money borrowed by us, any guarantor or any of our subsidiaries that is a “significant subsidiary” or any group of two or more subsidiaries that, taken as a whole, would constitute a significant subsidiary, the aggregate outstanding principal amount of which is in an amount in excess of $25 million, for a period of 30 days after written notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal amount of the CODES then outstanding, which default:

• is caused by a failure to pay when due principal or interest on such indebtedness by the end of the applicable grace period, if any, unless such indebtedness is discharged; or

• results in the acceleration of such indebtedness, unless such acceleration is waived, cured, rescinded or annulled;

7. certain events of bankruptcy, insolvency or reorganization with respect to us, any guarantor or any of our subsidiaries that is a significant subsidiary or any group of two or more subsidiaries that, taken as a whole, would constitute a significant subsidiary; and

8. any guarantee shall be held in any judicial proceeding to be unenforceable or invalid.

The indenture provides that the trustee shall, within 90 days of the occurrence of a default, give to the registered holders of the CODES notice of all uncured defaults known to it, but the trustee shall be protected in withholding such notice if it, in good faith, determines that the withholding of such notice is in the best interest of such registered holders, except in the case of a default in the payment of the principal of or interest on any of the CODES when due or in the payment of any redemption or repurchase obligation.

If an event of default specified in clause 7 above occurs and is continuing, then automatically the principal of all the CODES and the interest (including contingent interest) thereon shall become immediately due and payable. If an event of default shall occur and be continuing, other than with respect to clause 7 above (the default not having been cured or waived as provided under “—Modifications, Amendments and Meetings” below), the trustee or the holders of at least 25% in aggregate principal amount of the CODES then outstanding may declare the CODES due and payable at their principal amount together with accrued interest, and thereupon the trustee may, at its discretion, proceed to protect and enforce the rights of the holders of CODES by appropriate judicial proceedings. Such declaration may be rescinded or annulled either with the written consent of the holders of a majority in aggregate principal amount of the CODES then outstanding or a majority in aggregate principal amount of the CODES represented at a meeting at which a quorum (as specified under “—Modifications, Amendments and Meetings” below) is present, in each case upon the conditions provided in the indenture.

The indenture contains a provision entitling the trustee, subject to the duty of the trustee during default to act with the required standard of care, to be indemnified by the holders of CODES before proceeding to exercise any right or power under the indenture at the request of such holders. The indenture provides that the holders of a majority in aggregate principal amount of the CODES then outstanding through their written consent, or the holders of a majority in aggregate principal amount of the CODES then outstanding represented at a meeting at which a quorum is present by a written resolution, may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred upon the trustee.

We are required to furnish annually to the trustee a statement as to the fulfillment of our obligations under the indenture.

Consolidation, Merger or Assumption

We may, without the consent of the holders of CODES, consolidate with, merge into or convey, transfer or lease all or substantially all of our assets as an entirety to any other corporation organized under the laws of the United States or any State thereof or the District of Columbia, provided that:

• the surviving corporation assumes all our obligations under the indenture;

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• immediately after giving effect to such transaction, no event of default, and no event which, after notice or lapse of time, would become an event of default, shall have happened and be continuing; and

• certain other conditions are met.

Modifications, Amendments and Meetings

Changes Requiring Approval of Each Affected Holder

The indenture (including the terms and conditions of the CODES) cannot be modified or amended without the written consent or the affirmative vote of the holder of each CODES affected by such change to:

• change the maturity of the principal of or any installment of interest on any CODES;

• reduce the principal amount, the redemption price or purchase price (including change of control purchase price) of, or accrued interest (including accrued contingent interest and additional amounts) on, any CODES;

• impair or adversely affect the conversion rights of any holder of CODES;

• impair or adversely affect the rights of any holder of CODES with respect to the guarantees;

• change the currency of payment of such CODES or interest thereon;

• alter the manner of calculation or rate of accrual of interest, or contingent interest, on any CODES or extend the time for payment of any such amount;

• impair or adversely affect the right of any holder to institute suit for the enforcement of any payment on or with respect to any CODES;

• modify our obligations to maintain an office or agency in New York City;

• impair or adversely affect the repurchase option of holders upon a change of control or the conversion rights of holders of the CODES;

• modify the redemption provisions of the indenture in a manner adverse to the holders of CODES;

• reduce the percentage in aggregate principal amount of CODES outstanding necessary to modify or amend the indenture or to waive any past default; or

• reduce the percentage in aggregate principal amount of CODES outstanding required for the adoption of a resolution or the quorum required at any meeting of holders of CODES at which a resolution is adopted.

Changes Requiring Majority Approval

Except for modifications and amendments set forth in the preceding paragraph which require the written consent or the affirmative vote of the holder of each CODES affected and except for the modifications and amendments set forth in the succeeding paragraph which may be made without the consent of the holder of any CODES, the indenture (including the terms and conditions of the CODES) may be modified or amended either:

• with the written consent of the holders of at least a majority in aggregate principal amount of the CODES at the time outstanding; or

• by the adoption of a resolution at a meeting of holders by at least a majority in aggregate principal amount of the CODES represented at such meeting.

Changes Requiring No Approval

The indenture (including the terms and conditions of the CODES) may be modified or amended by us and the trustee, without the consent of the holder of any CODES, for the purposes of, among other things:

• adding to our covenants or those of the guarantors for the benefit of the holders of CODES;

• surrendering any right or power conferred upon us or the guarantors;

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• providing for conversion rights of holders of CODES if any reclassification or change of our common stock or any consolidation, merger or sale of all or substantially all of our assets occurs;

• providing for the assumption of our obligations to the holders of CODES in the case of a merger, consolidation, conveyance, transfer or lease;

• reducing the conversion price, provided that the reduction will not adversely affect the interests of the holders of CODES (after taking into account tax and other consequences of such reduction);

• complying with the requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended;

• making any changes or modifications necessary in connection with the registration of the CODES under the Securities Act as contemplated in the registration rights agreement; provided that such change or modification does not, in the good faith opinion of our board of directors and the trustee, adversely affect the interests of the holders of CODES in any material respect;

• curing any ambiguity or correcting or supplementing any defective provision contained in the indenture; provided that such modification or amendment does not, in the good faith opinion of our board of directors and the trustee, adversely affect the interests of the holders of CODES in any material respect;

• adding guarantees with respect to the CODES; or

• adding or modifying any other provisions with respect to matters or questions arising under the indenture which we and the trustee may deem necessary or desirable and which will not adversely affect the interests of the holders of CODES.

Meetings; Quorum

The indenture contains provisions for convening meetings of the holders of CODES to consider matters affecting their interests. The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate principal amount of the CODES at the time outstanding and, at any reconvened meeting adjourned for lack of a quorum, 25% of the aggregate principal amount.

Satisfaction and Discharge

We may satisfy and discharge our obligations under the indenture while CODES remain outstanding, subject to certain conditions, if:

• all outstanding CODES have become due and payable at their scheduled maturity, or

• all outstanding CODES have been redeemed,

and, in either case, we have deposited with the trustee cash, or in the event of conversions, shares of our common stock, sufficient to pay all amounts and to deliver all common stock due and payable in respect of all outstanding CODES on the date of their maturity or the date of redemption.

Governing Law

The indenture and the CODES are governed by, and will be construed in accordance with, the law of the State of New York.

Information Concerning the Trustee

The Bank of New York, as trustee under the indenture, has been appointed by us as paying agent, conversion agent, registrar and custodian with regard to the CODES. Equiserve Trust Company is the transfer agent and registrar for our common stock. The trustee or its affiliates may from time to time in the future provide banking and other services to us in the ordinary course of their business.

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Calculations in Respect of CODES

We will be responsible for making many of the calculations called for under the CODES. These calculations include, but are not limited to, determination of the trading prices of the CODES and of our common stock and amounts of contingent interest payments, if any, payable on the CODES. We will make all these calculations in good faith and, absent manifest error, our calculations will be final and binding on holders of CODES. We will provide a schedule of our calculations to the trustee, and the trustee is entitled to rely conclusively on the accuracy of our calculations without independent verification.

144A Information

If at any time we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, upon the request of a holder of a CODES, we will promptly furnish or cause to be furnished to such holder or to a prospective purchaser of such CODES designated by such holder, as applicable, the information, if any, required to be delivered by it pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with the resale of such CODES; provided, however, that we shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of the date such CODES was last acquired from us or one of our “affiliates” (as defined under Rule 144 under the Securities Act).

Registration Rights

In connection with our initial sales of the CODES in December, 2003, we and the guarantors entered into a registration rights agreement with the initial purchasers for the benefit of the holders of the CODES. Pursuant to the agreement, we and the guarantors agreed that we would, at our expense:

• file with the SEC not later than 90 days after the date of the registration rights agreement (i.e., by March 16, 2004) a shelf registration statement on such form as we deem appropriate covering resales by holders of all CODES and the common stock issuable upon conversion of the CODES;

• file with the SEC not later than each roll-up date a shelf registration statement on such form as we deem appropriate reflecting the guarantees by the entities who became guarantors on the roll-up date and covering resales by the holders of all CODES and the common stock issuable upon conversion of the CODES;

• cause each such shelf registration statement to become effective as promptly as is practicable, but in no event later than 180 days after the date of the registration rights agreement (i.e., by June 14, 2004), in the case of the initial shelf registration statement, or within 45 days after the applicable roll-up date, in the case of any other shelf registration statement; and

• keep each shelf registration statement effective until the earliest of:

• two years after the last date of original issuance of any of the CODES (i.e., December 30, 2005);

• the date when the holders of the CODES and the common stock issuable upon conversion of the CODES are able to sell all such securities immediately without volume, manner of sale and filing limitations pursuant to Rule 144(k) under the Securities Act or any successor rule thereto; and

• the date when all of the CODES and the common stock into which the CODES are convertible registered under the shelf registration statement are disposed of in accordance with the shelf registration statement.

At least 20 business days prior to the date we in good faith expect the shelf registration statement of which this preliminary prospectus is a part to be declared effective by the SEC, we will mail a form to all holders of the CODES and common stock issued upon conversion of the CODES that provides notice of the impending effectiveness of the shelf registration statement and requests each holder to elect to be named as a selling

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securityholder in the prospectus forming a part of the shelf registration statement and certain related information. The selling securityholder notice and questionnaire will be substantially in the form attached to this preliminary prospectus as Annex A, subject to such additional changes as may be necessary or appropriate in order to comply with applicable law. To be named as a selling securityholder in the prospectus as of the effective date, a holder will be required to complete and deliver the notice and questionnaire within 20 business days after the holder receives the notice and form of questionnaire from us. Holders that do not complete and deliver the election form and questionnaire in a timely manner will not be named as selling securityholders in the prospectus at the time of effectiveness. Thereafter, upon receipt of a completed notice and questionnaire, we will file any amendments or supplements to the shelf registration statement within 30 business days of receipt of such to allow holders to be named as selling securityholders in the prospectus contained in it, provided, however, that the Company shall not be obligated to file more than one such amendment or supplement for all holders during any one fiscal quarter.

Pursuant to the registration rights agreement, we are required to:

• provide to each holder for whom the shelf registration statement was filed copies of the prospectus that is a part of the shelf registration statement;

• notify each such holder when the shelf registration statement has become effective;

• notify each such holder of the commencement of any suspension period; and

• take certain other actions as are required to permit unrestricted resales of the CODES and the common stock issuable upon conversion of the CODES.

Each holder who sells securities pursuant to the shelf registration statements generally will be:

• required to be named as a selling stockholder in the related prospectus;

• required to deliver a prospectus to purchasers;

• subject to certain of the civil liability provisions under the Securities Act in connection with the holder’s sales; and

• bound by the provisions of the registration rights agreement which are applicable to the holder (including certain indemnification rights and obligations).

Each holder must notify us not later than three business days prior to any proposed sale by that holder pursuant to the shelf registration statements. This notice will be effective for five business days and holders must agree to hold any information received from the Company in response to such notice in confidence. A suggested form of the required notice is attached as Annex B to this prospectus. Except as otherwise provided herein, we may suspend the holder’s use of the prospectus for a reasonable period not to exceed 45 days in any 90-day period, and not to exceed an aggregate of 90 days in any 360 day period, if:

• the prospectus would, in our judgment, contain a material misstatement or omission as a result of an event that has occurred and is continuing; and

• we reasonably determine that the disclosure of this material non-public information would have a material adverse effect on us and our subsidiaries taken as a whole.

However, if the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede our ability to consummate such transaction, we may extend the suspension period from 45 days to 60 days. Each holder, by its acceptance of a CODES, agrees to hold any communication by us in response to a notice of a proposed sale in confidence.

Upon the initial sale of CODES or common stock issued upon conversion of the CODES, each selling holder will be required to deliver a notice of such sale to the trustee and us. The notice must:

• identify the sale as a transfer pursuant to the shelf registration statements;

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• certify that the prospectus delivery requirements, if any, of the Securities Act have been complied with; and

• certify that the selling holder and the aggregate principal amount of CODES or number of shares, as the case may be, owned by such holder are identified in the related prospectus in accordance with the applicable rules and regulations under the Securities Act.

A suggested form of the required notice is attached as Annex C to this prospectus.

Under the registration rights agreement, if,

• we have not filed a shelf registration statement with the SEC prior to or on the 90th day following the date of the registration rights agreement (which was December 17, 2003, so the deadline is March 16, 2004), in the case of the initial shelf registration statement, or on or prior to the applicable roll-up date, in the case of each subsequent shelf registration statement;

• the initial shelf registration statement has not been declared effective prior to or on the 180th day following the date of the registration rights agreement (i.e., by June 14, 2004) or any subsequent shelf registration statement has not been declared effective within 45 days of the applicable roll-up date; or

• any registration statement ceases to be effective or fails to be usable and (1) we do not cure the registration statement within five business days by a post-effective amendment or a report filed pursuant to the Exchange Act or (2) if applicable, we do not terminate the suspension period, described in the preceding paragraph, by the 45th or 60th day, as the case may be, or the suspension periods exceed an aggregate of 90 days in any 360-day period (each, a “registration default”),

then additional amounts will accrue on the CODES, from and including the day following the registration default to but excluding the day on which the registration default has been cured. Additional amounts will be paid quarterly in arrears, with the first quarterly payment due on the first interest payment date, as applicable, following the date on which such additional amounts begin to accrue, and will accrue at a rate per year equal to:

• an additional 0.25% of the principal amount to and including the 90th day following such registration default; and

• an additional 0.50% of the principal amount from and after the 91st day following such registration default.

In no event will additional amounts accrue at a rate per year exceeding 0.50%. If a holder has converted some or all of its CODES into common stock, the holder will be entitled to receive equivalent amounts based on the principal amount of the CODES converted.

If a shelf registration statement covering the resales of the CODES and common stock into which the CODES are convertible is not effective, these securities may not be sold or otherwise transferred except in accordance with an exemption from registration under the Securities Act and any other applicable securities laws or in a transaction not subject to these laws. In addition, holders should be aware of the following SEC interpretation contained in the July 1997 SEC Manual of Publicly Available Telephone Interpretations regarding short selling: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.”

Form, Denomination and Registration

Denomination and Registration. The CODES have been issued in fully registered form, without coupons, in denominations of $1,000 principal amount and whole multiples of $1,000.

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Global Securities: Book-Entry Form. Except as provided below, CODES will be evidenced by one or more global securities deposited with the trustee as custodian for DTC, and registered in the name of Cede & Co. as DTC’s nominee.

Record ownership of the global securities may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee, except as set forth below. A holder may hold its interests in the global CODES directly through DTC if the holder is a participant in DTC, or indirectly through organizations which are direct DTC participants if such holder is not a participant in DTC. Transfers between direct DTC participants will be effected in the ordinary way in accordance with DTC’s rules and will be settled in same-day funds. Holders may also beneficially own interests in the global CODES held by DTC through certain banks, brokers, dealers, trust companies and other parties that clear through or maintain a custodial relationship with a direct DTC participant, either directly or indirectly.

So long as Cede & Co., as nominee of DTC, is the registered owner of the global securities, Cede & Co. for all purposes will be considered the sole holder of the global securities. Except as provided below, owners of beneficial interests in the global securities:

• will not be entitled to have certificates registered in their names;

• will not receive or be entitled to receive physical delivery of certificates in definitive form; and

• will not be considered holders of the global securities.

The laws of some states require that certain persons take physical delivery of securities in definitive form. Consequently, the ability of an owner of a beneficial interest in a global CODES to transfer the beneficial interest in the global CODES to such persons may be limited.

We will wire, through the facilities of the trustee, payments of principal and interest payments on the global securities to Cede & Co., the nominee of DTC, as the registered owner of the global securities. None of Apogent, the trustee and any paying agent will have any responsibility or be liable for paying amounts due on the global securities to owners of beneficial interests in the global securities.

It is DTC’s current practice, upon receipt of any payment of principal of and interest on the global securities, to credit participants’ accounts on the payment date in amounts proportionate to their respective beneficial interests in the CODES represented by the global securities, as shown on the records of DTC, unless DTC believes that it will not receive payment on the payment date. Payments by DTC participants to owners of beneficial interests in CODES represented by the global securities held through DTC participants will be the responsibility of DTC participants, as is now the case with securities held for the accounts of customers registered in “street name.”

Because of time zone differences, the securities accounts of a Euroclear Bank, S.A./N.V. (“Euroclear”) or Clearstream Bank, société anonyme (“Clearstream”) participant purchasing an interest in a global CODES from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear or Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interests in a global CODES by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

If you would like to convert your CODES into common stock pursuant to the terms of the CODES, you should contact your broker or other direct or indirect DTC participant to obtain information on procedures, including proper forms and cut-off times, for submitting those requests.

Because DTC can only act on behalf of DTC participants, who in turn act on behalf of indirect DTC participants and other banks, your ability to pledge your interest in the CODES represented by global securities

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to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate.

Neither Apogent nor the trustee (nor any registrar, paying agent or conversion agent under the indenture) will have any responsibility for the performance by DTC or direct or indirect DTC participants of their obligations under the rules and procedures governing their operations. DTC has advised us that it will take any action permitted to be taken by a holder of CODES, including, without limitation, the presentation of CODES for conversion as described below, only at the direction of one or more direct DTC participants to whose account with DTC interests in the global securities are credited and only for the principal amount of the CODES for which directions have been given.

DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities for DTC participants and to facilitate the clearance and settlement of securities transactions between DTC participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations, such as the initial purchasers of the CODES. Certain DTC participants or their representatives, together with other entities, own DTC. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through, or maintain a custodial relationship with, a participant, either directly or indirectly.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the global securities among DTC participants, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. If DTC is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within 90 days, we will cause CODES to be issued in definitive form in exchange for the global securities. None of Apogent, the trustee or any of their respective agents will have any responsibility for the performance by DTC, direct or indirect DTC participants of their obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to, or payments made on account of, beneficial ownership interests in global securities.

According to DTC, the foregoing information with respect to DTC has been provided to its participants and other members of the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

Definitive CODES. Definitive CODES will not be issued in exchange for CODES represented by global securities except in the case of transfers being made to institutional accredited investors and except as set forth below. If at any time, (1) DTC notifies us in writing that it is no longer willing or able to continue to act as depositary for the global securities, or DTC ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the global securities is not appointed by us within 90 days of such notice or cessation; (2) we, at our option, notify the trustee in writing that we have elected to cause the issuance of the definitive CODES in exchange for all or any part of the CODES represented by a global security or global securities; or (3) an Event of Default has occurred and is continuing and the registrar has received a request from DTC for the issuance of definitive CODES in exchange for such global security or global securities, then DTC shall surrender such global security or global securities to the trustee for cancellation and we will execute, and the trustee will authenticate and deliver in exchange for such global security or global securities, definitive CODES in an aggregate principal amount equal to the aggregate principal amount of such global security or global securities. Such definitive CODES shall be registered in such names as DTC shall identify in writing as the beneficial owners of the CODES represented by such global security or global securities (or any nominee thereof).

Restrictions on Transfer; Legends. The CODES are subject to certain restrictions on transfer set forth on the CODES and in the indenture.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material United States federal income tax consequences, as of the date of this prospectus, of the purchase, ownership, and disposition of CODES, and where noted, the common stock into which the CODES may be converted. Except where noted, this summary deals only with a CODES held as a capital asset by a United States holder who purchases the CODES subsequent to their original issue, and it does not deal with special situations. For example, this summary does not address:

• tax consequences to holders who may be subject to special tax treatment, such as dealers in securities or currencies, traders in securities that elect to use the mark-to-market method of accounting for their securities, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities or insurance companies;

• tax consequences to persons holding CODES as part of a hedging, constructive sale or conversion, straddle or other risk reducing transaction;

• tax consequences to holders of CODES whose “functional currency” is not the U.S. dollar;

• except where noted, the United States federal estate, gift or alternative minimum tax consequences, if any, to holders of CODES;

• any state, local or foreign tax consequences; or

• federal tax consequences of purchasing, owning and disposing of our common stock.

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, and regulations under the Code, rulings and judicial decisions as of the date of this prospectus. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those discussed below.

If a partnership holds the CODES, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the CODES, you should consult your own tax advisors.

No statutory, administrative or judicial authority directly addresses the treatment of all aspects of the CODES or instruments similar to the CODES for United States federal income tax purposes. The Internal Revenue Service (“IRS”) has issued a revenue ruling with respect to instruments similar to CODES. This revenue ruling supports certain aspects of the tax treatment described below. However, no rulings have been sought or are expected to be sought from the IRS with respect to any of the United States federal income tax consequences discussed below. As a result, no assurance can be given that the IRS will agree with the tax characterizations and the tax consequences described below.

If you are considering the purchase of CODES, you should consult your own tax advisors concerning the United States federal income tax consequences of purchasing, owning and disposing of the CODES and/or common stock in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction.

Classification of the CODES

Under the indenture governing the CODES, we and each holder of the CODES agree, for United States federal income tax purposes, to treat the CODES as indebtedness that is subject to the regulations governing contingent payment debt instruments (the “Contingent Debt Regulations”) in the manner described below. The remainder of this discussion assumes that the CODES will be so treated and does not address any possible differing treatments of the CODES. However, the application of the Contingent Debt Regulations to instruments such as the CODES is uncertain in several respects, and no private letter rulings have been sought by us from the

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IRS with respect to any of the tax consequences discussed below. Accordingly, no assurance can be given that the IRS or a court will agree with the treatment described herein. Any differing treatment could affect the amount, timing and character of income, gain or loss in respect of an investment in the CODES. In particular, a holder might be required to accrue original issue discount at a lower rate, might not recognize income, gain or loss upon conversion of the CODES to common stock, and might recognize capital gain or loss upon a taxable disposition of its CODES. Holders should consult their tax advisors concerning the tax treatment of holding the CODES.

United States Holders

The following discussion is a summary of certain United States federal income tax consequences that will apply to you if you are a United States holder of CODES.

For purposes of this discussion, a United States holder is a beneficial owner of a CODES who or which is:

• a citizen or resident of the United States;

• a corporation or partnership created or organized in or under the laws of the United States or any political subdivision of the United States;

• an estate the income of which is subject to United States federal income taxation regardless of its source; or

• a trust (1) that is subject to the primary supervision of a court within the United States and the control of one or more United States persons as defined in Section 7701(a)(30) of the Code or (2) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

Accrual of interest

Under the Contingent Debt Regulations, you will be required to accrue interest income on the CODES, in the amounts described below, regardless of whether you use the cash or accrual method of tax accounting. Accordingly, you will be required to include this interest in taxable income in each year in excess of any interest payments, including any contingent interest payments, actually received in that year.

You will be required to accrue an amount of original issue discount as interest income for United States federal income tax purposes, for each accrual period prior to and including the maturity date of the CODES that equals:

• the product of (i) the adjusted issue price (as defined below) of the CODES as of the beginning of the accrual period; and (ii) the comparable yield to maturity (as defined below) of the CODES, adjusted for the length of the accrual period;

• divided by the number of days in the accrual period; and

• multiplied by the number of days during the accrual period that you held the CODES.

The issue price of a CODES was the first price at which a substantial amount of the CODES were sold for money, excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. This amount was $1,000 per $1,000 of initial principal amount. The adjusted issue price of a CODES will be its issue price increased by any original issue discount previously accrued, determined without regard to any adjustments to original issue discount accruals described below, and decreased by the projected amounts of any contingent payments previously made with respect to the CODES.

Under the Contingent Debt Regulations, you will be required to include original issue discount in income each year, regardless of your usual method of tax accounting, based on the comparable yield of the CODES which we are required to determine. We have determined the comparable yield of the CODES based on the rate,

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as of the initial issue date, at which we would issue a fixed rate nonconvertible debt instrument with no contingent payments but with terms and conditions similar to the CODES, including the level of subordination, term, timing of payments and general market conditions. Accordingly, we have determined that the comparable yield is an annual rate of 7.4%, compounded quarterly.

A United States holder that purchases CODES in the secondary market will be required to accrue interest income on the CODES in the same manner as a United States holder that purchased CODES in the initial offering. In addition, if a United States holder purchases CODES in the secondary market for an amount that differs from the adjusted issue price of the CODES at the time of purchase, such United States holder must reasonably determine whether the difference between the purchase price of the CODES and the adjusted issue price of the CODES is attributable to a change in interest rates since the CODES were issued, a change in expectations as to the contingent amounts potentially payable in respect of the CODES, or both, and allocate the difference accordingly. To the extent that the difference is attributable to a change in interest rates, it must be allocated to the daily portions of interest over the remaining term of the CODES. To the extent that the difference is attributable to a change in expectations as to the contingent amounts potentially payable in respect of the CODES, it must be reasonably allocated to the remaining projected contingent payments under the CODES. The amount of the difference allocated to a daily portion of interest or to a projected payment is treated as an adjustment on the day the daily portion accrues or the payment is made, respectively. If the purchase price of the CODES was greater than the adjusted issue price, an adjustment will be a “negative adjustment,” and if the purchase price was less than the adjusted issue price, an adjustment will be a “positive adjustment.” Any such negative or positive adjustment will decrease or increase, respectively, the United States holder’s adjusted tax basis in the CODES.

Certain United States holders will receive Forms 1099-OID that report interest accruals on their CODES. Those forms will not reflect the effect of any positive or negative adjustments resulting from the United States holder’s purchase of CODES in the secondary market at a price different from the adjusted issue price of the CODES on the date of purchase. United States holders are urged to consult their tax advisors as to whether, and how, such adjustments should be taken into account in determining their interest accruals with regard to the CODES.

We are required to furnish annually to you the comparable yield and, solely for United States federal income tax purposes, a projected payment schedule that includes the actual interest payments, if any, on the CODES and estimates the amount and timing of contingent interest payments and payment upon maturity on the CODES taking into account the fair market value of the common stock that might be paid upon a conversion of the CODES. You may obtain the projected payment schedule by submitting a written request for it to us at the address set forth in “Where You Can Find Additional Information.” By purchasing the CODES, you agree in the indenture to be bound by our determination of the comparable yield and projected payment schedule. For United States federal income tax purposes, you must use the comparable yield and the schedule of projected payments in determining your original issue discount accruals, and the adjustments thereto described below, in respect of the CODES.

The comparable yield and the projected payment schedule are not provided for any purpose other than the determination of your original issue discount and adjustments thereof in respect of the CODES for United States federal income tax purposes. They do not constitute a projection or representation regarding the actual amount of the payments on a CODES.

Adjustments to interest accruals on the CODES

If the actual contingent payments made on the CODES differ from the projected contingent payments, adjustments will be made to taxable income for the difference for the year in which the contingent payment is made. If, during any taxable year, you receive actual payments with respect to the CODES for that taxable year that in the aggregate exceed the total amount of projected payments for the taxable year, you will incur a net

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positive adjustment equal to the amount of such excess. Such net positive adjustment will be treated as additional original issue discount in such taxable year. For these purposes, the payments in a taxable year include the fair market value of property received in that year.

If you receive in a taxable year actual payments with respect to the CODES for that taxable year that in the aggregate are less than the amount of projected payments for that taxable year, you will incur a net negative adjustment equal to the amount of such deficit. A net negative adjustment will:

• first, reduce the amount of original issue discount required to be accrued in the current year;

• second, any negative adjustments that exceed the amount of original issue discount accrued in the current year will be treated as ordinary loss to the extent of your total prior original issue discount inclusions with respect to the CODES (which includes any prior net positive adjustments), reduced to the extent such original issue discount was offset by prior net negative adjustments; and

• third, any excess negative adjustments will be treated as a regular adjustment in the succeeding taxable year, and, if not used by the time the CODES is sold or matures, is treated as a reduction in the amount realized on sale, exchange or retirement.

Sale, exchange, conversion or redemption

Upon the sale, exchange, conversion, repurchase or redemption of a CODES, you will recognize taxable gain or loss. As a holder of a CODES, you agree that under the Contingent Debt Regulations, we will treat the fair market value of our common stock that you receive on conversion as a contingent payment. The amount of taxable gain or loss on a sale, exchange, conversion, repurchase or redemption will equal the difference between: (a) the amount of cash plus the fair market of any other property you receive including the fair market value of any shares of our common stock you receive, and (b) your adjusted tax basis in the CODES. Your adjusted basis in a CODES generally will equal your original purchase price for the CODES, increased by any original issue discount previously accrued (determined without regard to any net positive or net negative adjustments to interest accruals as described above under “Accrual of interest”), and decreased by the projected amount of any projected payments previously scheduled to be made on the CODES.

Gain recognized on the sale, exchange, conversion or redemption of a CODES will generally be treated as ordinary interest income; any loss will be ordinary loss to the extent of your total prior net original issue discount inclusions on a CODES, and thereafter, capital loss (which will be long-term if a CODES is held for more than one year). The deductibility of net capital losses is subject to limitations.

Your tax basis in our common stock received upon conversion of a CODES will equal the then current fair market value of such common stock. Your holding period for our common stock received will commence on the day of conversion.

Given the uncertain tax treatment of instruments such as CODES, you should consult your tax advisors concerning the tax treatment on conversion of a CODES and the ownership of our common stock.

Constructive distributions

The conversion price of the CODES will be adjusted in certain circumstances. Under section 305(c) of the Code, adjustments (or failures to make adjustments) that have the effect of increasing your proportionate interest in our assets or earnings may in some circumstances result in a deemed distribution to you. Any deemed distributions will be taxable as a dividend, return of capital, or capital gain in accordance with the earnings and profits rules under the Code.

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Non-United States Holders

The following is a summary of the United States federal tax consequences that will apply to you if you are a non-United States holder of CODES or shares of common stock. The term “non-United States holder” means a beneficial owner of a CODES that is not a United States holder.

Special rules may apply to certain non-United States holders such as “controlled foreign corporations,” “passive foreign investment companies,” “foreign personal holding companies,” corporations that accumulate earnings to avoid federal income tax or, in certain circumstances, United States expatriates. Such non-United States holders should consult their own tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.

Payments with respect to the CODES

The 30% United States federal withholding tax will not apply to any payment to you of principal or interest (including amounts taken into income under the accrual rules described above under “— United States Holders” and a payment of common stock pursuant to a conversion) on a CODES, provided that:

• you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock that are entitled to vote within the meaning of Section 871(h)(3) of the Code;

• you are not a controlled foreign corporation that is related to us through stock ownership;

• you are not a bank whose receipt of interest (including original issue discount) on a CODES is described in Section 881(c)(3)(A) of the Code;

• our common stock continues to be actively traded within the meaning of Section 871(h)(4)(C)(v)(I) of the Code and we are not a “United States real property holding corporation;” and

• (a) you provide your name and address, and certify, under penalties of perjury, that you are not a United States person (which certification may be made on an IRS Form W-8BEN (or successor form)) or (b) you hold your CODES through certain foreign intermediaries and you satisfy the certification requirements of applicable Treasury regulations. Special certification rules apply to non-United States holders that are pass-through entities rather than corporations or individuals.

If you cannot satisfy the requirements described above, payments of interest (including original issue discount) will be subject to the 30% United States federal withholding tax unless you provide us with a properly executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from or reduction in withholding under the benefit of an applicable tax treaty or (2) IRS Form W-8ECI (or successor form) stating that interest (including original issue discount) paid on the CODES is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

If you are engaged in a trade or business in the United States and interest (including original issue discount) on a CODES is effectively connected with the conduct of that trade or business, you will be subject to United States federal income tax on that interest on a net income basis (although exempt from the 30% United States federal withholding tax discussed above) generally in the same manner as if you were a United States person as defined under the Code, subject to any modification provided under an applicable income tax treaty. In addition, if you are a foreign corporation, you may be subject to a “branch profits tax” equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States. For this purpose, interest (including original issue discount) will be included in the earnings and profits of such foreign corporation.

The 30% United States federal withholding tax may not be avoided by satisfying the conditions in the five bullet points set out above to the extent interest on the CODES is adjusted to equal the adjusted interest rate, as described above under “Description of the CODES—Resetting the Spread.” In such a case, the interest would

49

likely be described in section 871(h)(4)(A) of the Code and therefore would not be eligible for the exemption from withholding generally provided under section 871(h) of the Code, to which the five bullet points relate. However, withholding could be reduced or eliminated in the manner described in the paragraph immediately following the five bullet points above.

Payments on common stock and constructive dividends

Any dividends paid to you with respect to the shares of common stock (and any deemed dividends resulting from certain adjustments, or failure to make adjustments, to the number of shares of common stock to be issued upon conversion, see “—Constructive distributions” above) will be subject to United States federal withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business within the United States or, where a tax treaty applies, dividends that are attributable to a United States permanent establishment, are not subject to the withholding tax, but instead are subject to United States federal income tax on a net income basis at applicable graduated individual or corporate rates. Certain certification and disclosure requirements must be complied with in order for effectively connected income to be exempt from withholding. Any such effectively connected dividends received by a foreign corporation may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

A non-United States holder of shares of common stock who wishes to claim the benefit of an applicable treaty rate is required to satisfy applicable certification and other requirements. If you are eligible for a reduced rate of United States federal withholding tax pursuant to an income tax treaty, you may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

As more fully described under “Description of the CODES—Registration Rights,” upon the occurrence of certain enumerated events we may be required to pay additional amounts to you. Payments of such additional amounts to holders of common stock may be subject to federal withholding.

Sale, exchange or redemption of CODES or of shares of common stock

Any gain realized upon the sale, exchange or other disposition (other than a conversion or redemption) of CODES or upon the sale, exchange, redemption or other disposition of a share of common stock generally will not be subject to United States federal income tax unless:

• that gain is effectively connected with the conduct of a trade or business in the United States by you,

• you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met, or

• we are or have been a “United States real property holding corporation” for United States federal income tax purposes.

An individual non-United States holder described in the first bullet point above will be subject to United States federal income tax on the net gain derived from the sale. A non-United States holder that is a foreign corporation and is described in the first bullet point above will be subject to tax on gain under regular graduated United States federal income tax rates. In addition, a non-United States holder that is a foreign corporation and is described in the first bullet point above may be subject to a “branch profits tax” at a 30% rate or a lower rate if so specified by an applicable income tax treaty. An individual non-United States holder described in the second bullet point above will be subject to a flat 30% United States federal income tax unless an applicable income tax treaty exempts the gain from U.S. income tax or provides for a reduced rate on the gain derived from the sale, which may be offset by United States source capital losses, even though the holder is not considered a resident of the United States.

We believe that we are not and do not anticipate becoming a “United States real property holding corporation” for United States federal income tax purposes. If we are or become a “United States real property

50

holding corporation” and our common stock is and continues to be regularly traded on an established securities market only a non-United States holder of common stock who holds or held (at any time during the shorter of the five year period preceding the date of disposition or the holder’s holding period) more than five percent of our common stock will be subject to United States federal income tax on the disposition of our common stock.

United States federal estate tax

The United States federal estate tax will not apply to CODES owned by you at the time of your death, provided that any payment to you on the CODES, including original issue discount, would be eligible for exemption from the 30% federal withholding tax under the rules described under “Payments with respect to the CODES” without regard to the certification requirement described in the fifth bullet point. However, shares of common stock held by you at the time of your death will be included in your gross estate for United States federal estate tax purposes unless an applicable estate tax treaty provides otherwise.

Backup Withholding and Information Reporting

If you are a United States holder of CODES, information reporting requirements will generally apply to all payments we make to you and to the proceeds from a sale of a CODES or share of common stock made to you, unless you are an exempt recipient such as a corporation. A backup withholding tax, currently at a rate of 28%, will apply to those payments if you fail to provide a taxpayer identification number, or a certification of exempt status, or if you fail to report in full interest income.

In general, if you are a non-United States holder you will not be subject to backup withholding and information reporting with respect to payments of interest or dividends that we make to you provided that we do not have actual knowledge or reason to know that you are a United States person and you have given us the statement described above under “—Non-United States Holders—Payments with respect to the CODES.” We must report annually to the IRS and to each non-United States holder any payments on the CODES and our common stock and the proceeds from their sale or other disposition, regardless of whether withholding was required. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the non-United States holder resides.

In addition, if you are a non-United States holder you will not be subject to backup withholding or information reporting with respect to the proceeds of the sale of a CODES or share of common stock within the United States or conducted through certain United States-related financial intermediaries, if the payor receives the statement described above and does not have actual knowledge that you are a United States person, as defined under the Code, or you otherwise establish an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the IRS.

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SELLING HOLDERS AND PLAN OF DISTRIBUTION

The CODES were originally issued by us and sold by Lehman Brothers Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc., Credit Suisse First Boston Corporation, ABN AMRO Rothschild LLC, Fleet Securities, Inc., Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc., The Royal Bank of Scotland plc, and HSBC Securities (USA) Inc. (the “initial purchasers”) in transactions exempt from the registration requirements of the Securities Act to persons reasonably believed by the initial purchasers to be “qualified institutional buyers” as defined by Rule 144A under the Securities Act. The selling holders may from time to time offer and sell pursuant to this prospectus any or all of the CODES listed below and the shares of common stock issued upon conversion of such CODES. When we refer to the “selling holders” in this prospectus, we mean those persons listed in the table below, as well as the pledgees, donees, assignees, transferees, successors, and others who later hold any of the selling holders’ interests, provided that those interests still are “restricted securities” as defined in the registration rights agreement.

The table below sets forth the name of each selling holder, the principal amount of CODES that each selling holder may offer pursuant to this prospectus and the number of shares of common stock into which such CODES may be converted. Unless set forth below, to our knowledge and based on information provided by the selling holders, none of the selling holders has, or within the past three years has had, any material relationship with us or any of our predecessors or affiliates or beneficially owns in excess of 1% of our outstanding common stock.

The principal amounts of the CODES provided in the table below are based on information provided to us by each of the selling holders as of the date that they provided such information, and the percentages are based on $345,000,000 principal amount of CODES outstanding. The number of shares of common stock that may be sold is calculated based on the current conversion price of $33.09 per share.

Since the date on which each selling holder provided this information, each selling holder identified below may have sold, transferred or otherwise disposed of all or a portion of the selling holder’s CODES in a transaction exempt from registration under the Securities Act. Information concerning the selling holders may change from time to time and any changed information will be set forth in supplements to this prospectus to the extent required. In addition, the conversion ratio, and therefore the number of shares of our common stock issuable upon conversion of the CODES, is subject to adjustment. Accordingly, the number of shares of common stock issuable upon conversion of the CODES may increase or decrease.

The selling holders may from time to time offer and sell any or all of the securities under this prospectus. Because the selling holders are not obligated to sell the CODES or the shares of common stock issuable upon conversion of the CODES, we cannot estimate the amount of CODES or how many shares of common stock that the selling holders will hold upon consummation of any sales.

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Apogent Technologies Inc.

Floating Rate Selling Security Holders

Name	Aggregate Principal Amount of CODES That May Be Sold		Percentage of CODES Outstanding		Number of Shares of Common Stock That May Be Sold(1)		Percentage of Shares of Common Stock Outstanding(2)
AM Master Fund I LP	$	9,500,000	2.75	%	$	287,096	*
Amerisure Mutual Insurance Company		325,000	*			9,822	*
Argent LowLev Convertible Arbitrage Fund, Ltd.		2,100,000	*			63,463	*
Argent LowLev Convertible Arbitrage Fund LLC		694,000	*			20,973	*
Black Diamond Convertible Offshore LDC		1,115,000	*			33,696	*
Black Diamond Offshore Ltd.		611,000	*			18,465	*
Calamos Market Neutral Fund – Calamos Investment Trust		5,000,000	*			151,103	*
Class C Trading Company, Ltd.		400,000	*			12,088	*
Clinton Multistrategy Master Fund, Ltd.		5,600,000	1.62	%		169,235	*
Clinton Riverside Convertible Portfolio Limited		10,400,000	3.01	%		314,294	*
CQS Convertible & Quantitative Strategies Master Fund Limited		3,000,000	*			90,662	*
DKR Saturn Event Driven Holding Fund		3,500,000	1.01	%		105,772	*
DKR Saturn Holding Fund Ltd.		3,500,000	1.01	%		105,772	*
DKR SoundShore Strategic Holding Fund Ltd.		4,000,000	1.15	%		120,882	*
Double Black Diamond Offshore LDC		3,162,000	*			95,558	*
FrontPoint Convertible Arbitrage Fund, L.P.		2,000,000	*			60,441	*
Fore Convertible Master Fund Ltd.		714,000	*			21,578	*
Guggenheim Portfolio Company VIII (Cayman), Ltd.		136,000	*			4,110	*
High Bridge International LLC		7,000,000	2.03	%		211,544	*
Innovest Finanzdienstle		1,165,000	*			35,207	*
KBC Financial Products [Cayman Islands] Ltd.		9,000,000	2.60	%		271,985	*
KBC Financial Products USA Inc.		2,000,000	*			60,441	*
Lexington Vantage Fund c/o TQA Investors, LLC		36,000	*			1,088	*
Lyxor Master Fund		400,000	*			12,088	*
Lyxor/AM Investment Fund Ltd.		1,750,000	*			52,886	*
Man Mac I Limited		207,000	*			6,256	*
National Bank of Canada		1,500,000	*			45,331	*
National Bank of Canada c/o Putnam Lovell NBF Securities Inc.		3,000,000	*			90,662	*
Nicholas-Applegate Capital Management Investment Grade Convertible Mutual Fund		10,000	*			302	*
Nisswa Master Fund Ltd.		750,000	*			22,665	*
President & Fellows of Harvard College		5,000,000	1.44	%		151,103	*
R2 Investments LDC		1,000,000	*			30,221	*
Royal Bank of Canada		6,000,000	*			181,324	*
S.A.C. Capital Associates, LLC		2,750,000	*			83,107	*
Satellite Convertible Arbitrage Master Fund, LLC		13,000,000	3.77	%		392,868	*
SG Cowen Securities Corporation		500,000	*			15,110	*
Silver Convertible Arbitrage Fund, LDC		400,000	*			12,088	*
Sphinx Fund c/o TQA Investors, LLC		90,000	*			2,720	*
TD Securities (USA) Inc.		943,000	*			28,498	*
The Coast Fund, L.P.		750,000	*			22,665	*
Thrivant Financial for Lutherans		5,000,000	1.44	%		151,103	*
TQA Master Fund, Ltd.		1,432,000	*			43,276	*
TQA Master Plus Fund, Ltd.		2,140,000	*			64,672	*
Tredia Performance Fund Ltd.		200,000	*			6,044	*
Worldwide Transactions Ltd.		112,000	*			3,385	*
Xavex Convertible Arbitrage 2 Fund		200,000	*			6,044	*
Xavex—Convertible Arbitrage 7 Fund c/o TQA Investors, LLC		324,000	*			9,791	*
Zurich Institutional Benchmarks Master Fund, Ltd. c/o TQA Investors, LLC		337,000	*			10,184	*
Subtotal	$	122,753,000	35.58	%		3,709,671	4.07	%
All other holders of CODES or future transferees, pledgees, donees, assignees or successors of any such holders(3)(4)	$	222,247,000	64.42	%		6,716,440	7.13	%
Total	$	345,000,000	100.00	%		10,426,111	10.64	%

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* Less than 1%.

(1) Assumes conversion of all of the holders CODES at a conversion rate of $33.09 per share. The conversion rate is subject to adjustment as described under "Description of the CODES—Conversion Rights—Conversion Price Adjustments." As a result, the number of shares of common stock issuable upon conversion of the CODES may increase or decrease in the future.

(2) Calculated based on Rule 13d-3(d)(1) under the Exchange Act, using 87,534,709 shares of common stock outstanding as of December 31, 2003. In calculating this amount for each holder or group, we treated as outstanding the number of shares of common stock issuable upon conversion of all of the CODES owned by that holder or group, but we did not assume the conversion of CODES owned by any other holder or group.

(3) Only selling holders identified above who beneficially own the CODES set forth opposite their names in the foregoing table on the effective date of the registration statement of which this prospectus is a part, or any amendment thereof or supplement thereto, may sell the CODES or shares of common stock issuable upon conversion of the CODES pursuant to the registration statement. Prior to any use of the prospectus in connection with the offering of CODES or common stock by any holder not identified above, this prospectus will be amended as required to set forth the name and principal amount or number of securities to be offered.

(4) Assumes that any other holders of the CODES or any future pledgees, donees assignees, transferees or successors of or from any other such holders of the CODES do not beneficially own any shares of common stock other than the common stock issuable upon conversion of the CODES at the current conversion rate.

The selling holders will be offering and selling all of the securities offered and sold under this prospectus. We will not receive any of the proceeds from the offering of the CODES or the shares of common stock by the selling holders. In connection with the initial sales of the CODES, we entered into the registration rights agreement with the initial purchasers. Securities may only be offered or sold under this prospectus pursuant to the terms of the registration rights agreement. However, selling holders may resell all or a portion of the securities in open market transactions in reliance upon Rule 144 or Rule 144A under the Securities Act, provided that they meet the criteria and conform to the requirements of those rules. We are registering the CODES and shares of common stock covered by this prospectus in order to permit holders to sell the securities publicly from time to time, provided that this prospectus does not cover resales of securities that are no longer “restricted securities” as defined in the registration rights agreement. We have agreed, among other things, to bear all expenses, other than underwriting discounts and selling commissions, in connection with the registration and sale of the CODES and shares of common stock covered by this prospectus. We estimate those expenses to be approximately $125,000, excluding expenses associated with the original issuance of the CODES.

The selling holders may sell all or a portion of the CODES and any shares of common stock received upon conversion beneficially owned by them and offered hereby from time to time:

• directly; or

• through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or concessions from the selling holders and/or from the purchasers of the CODES and shares of common stock for whom they may act as agent.

The CODES and the shares of common stock received upon conversion may be sold from time to time in one or more transactions at:

• fixed prices, which may be changed;

• prevailing market prices at the time of sale;

• varying prices determined at the time of sale; or

• negotiated prices.

These prices will be determined by the selling holders or by agreement between the selling holders and underwriters or dealers who may receive fees or commissions in connection with the sale. The aggregate proceeds to the selling holders from the sale of the CODES or shares of common stock offered by them will be the purchase price of the CODES or shares of common stock less discounts and commissions, if any.

54

The sales described in the preceding paragraph may be effected in transactions:

• on any national securities exchange or quotation service on which the CODES or shares of common stock may be listed or quoted at the time of sale, including the New York Stock Exchange in the case of the shares of common stock;

• in the over-the-counter market;

• in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

• through the writing of options.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

In connection with sales of the CODES and shares of common stock or otherwise, the selling holders may enter into hedging transactions with broker-dealers. These broker-dealers may in turn engage in short sales of the CODES and shares of common stock in the course of hedging their positions. The selling holders may also sell the CODES and shares of common stock short and deliver the CODES and shares of common stock to close out short positions, or loan or pledge CODES and shares of common stock to broker-dealers that in turn may sell the CODES and shares of common stock.

To our knowledge, there are currently no plans, arrangements or understandings between any selling holders and any underwriter, broker-dealer or agent regarding the sale of the CODES and the shares of common stock by the selling holders. Selling holders may not sell any, or may not sell all, of the CODES and the shares of common stock offered by them pursuant to this prospectus. In addition, we cannot assure you that a selling holder will not transfer, devise, or give the CODES and the shares of common stock by other means not described in this prospectus. In addition, any securities covered by this prospectus that qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under one of those rules rather than pursuant to this prospectus.

Our common stock is listed and traded on the New York Stock Exchange. The CODES are a recent issue with no established public trading market. We do not intend to apply for the CODES to be listed on any securities exchange or to be quoted on any automated quotation system. The initial purchasers advised us that they intend to make a market in the CODES, but they are not obligated to do so and may discontinue market making at any time without notice. The CODES issued in the private placement are eligible for trading in the PORTAL market. However, the CODES sold using this prospectus are not eligible for PORTAL and there is no other market for those CODES. Accordingly, we cannot give you any assurance as to the liquidity of the trading market for the CODES.

The selling holders who are also broker-dealers are “underwriters” within the meaning of the Securities Act. We have been advised that, with respect to any selling holders who are broker-dealers, (1) the selling holder or its affiliates purchased the CODES in the ordinary course of business, and (2) at the time of the purchase of the CODES to be resold, the selling holder had no agreements or understandings, directly or indirectly, with any person to distribute the CODES or the underlying common stock.

The selling holders and any broker and any broker-dealers, agents or underwriters that participate with the selling holders in the distribution of the CODES or the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act. If so, any commissions received by these broker-dealers, agents or underwriters and any profit on the resale of the CODES or the shares of common stock purchased by them may be deemed underwriting commissions or discounts under the Securities Act. In addition, any profits realized by the selling holders may be deemed to be underwriting discounts and commissions under the Securities Act. To the extent the selling holders may be deemed to be underwriters, the selling holders may be subject to statutory liabilities, including, without limitation, liabilities under Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

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Because the selling holders may be deemed to be underwriters within the meaning of the Securities Act, they may be subject to the prospectus delivery requirements of the Securities Act. At any time a particular offer of the securities is made, a revised prospectus or prospectus supplement, if required, will be distributed that will disclose:

• the name of the selling holder and any participating underwriters, broker-dealers or agents;

• the aggregate amount and type of securities being offered;

• the price at which the securities are being sold and other material terms of the offering;

• any discounts, commissions, concessions or other items constituting compensation from the selling holders and any discounts, commissions or concessions allowed or reallowed or paid to dealers; and

• that the participating broker-dealers did not conduct any investigation to verify the information in this prospectus or incorporated in this prospectus by reference.

If required, the prospectus supplement or a post-effective amendment will be filed with the SEC to reflect the disclosures of additional information with respect to the distribution of the securities. In addition, if we receive notice from a selling holder that a donee or pledgee intends to sell more than 500 shares of our common stock, a supplement to this prospectus will be filed, if required.

As described above, the CODES were issued and sold in December 2003 in transactions exempt from the registration requirements of the Securities Act to persons reasonably believed by the initial purchasers to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act. Pursuant to the registration rights agreement, we have agreed to indemnify each selling holder, and each selling holder has agreed to indemnify us, against specified liabilities arising under the Securities Act. The selling holders may also agree to indemnify any broker-dealer or agent that participates in transactions involving the sales of securities against some liabilities, including liabilities that arise under the Securities Act.

The selling holders and any other person participating in the distribution of the securities will be subject to the Exchange Act. The Exchange Act rules include, among others, Regulation M, which may limit the timing of purchases and sales of any of the CODES and the underlying shares of common stock by the selling holders and any such other person. Regulation M may also restrict the ability of any person engaged in the distribution of the CODES and the underlying shares of common stock being distributed for a period of up to five business days prior to the commencement of the distribution. This may affect the marketability of the CODES and the underlying shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the CODES and the underlying shares of common stock.

LEGAL MATTERS

The validity of the CODES offered hereby and of the shares of common stock issuable upon conversion thereof will be passed upon for us by Quarles & Brady LLP, Milwaukee, Wisconsin.

EXPERTS

The consolidated financial statements of Apogent Technologies Inc. as of September 30, 2003 and 2002 and for the three years in the period ended September 30, 2003, incorporated by reference in this prospectus, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent auditors, incorporated by reference herein, and upon authority of said firm as experts in accounting and auditing. Their reports refer to the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and file reports, proxy statements and other information with the Commission. These reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material may also be obtained from the Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the Commission at (800) SEC-0330. The Commission also maintains a World Wide Web site that contains reports, proxy and information statements and other information regarding registrants like us that file electronically with the Commission (at http://www.sec.gov).

In this document, we “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring to that information. The information incorporated by reference is considered to be a part of this prospectus, and later information filed with the SEC will update and supersede this information. We incorporate by reference into this prospectus:

• our annual report on Form 10-K for the year ended September 30, 2003;

• our current reports on Form 8-K dated October 15, 2003, December 11, 2003, December 12, 2003, and December 30, 2003, and our amendment (filed October 24, 2003) of the Form 8-K dated May 13, 2003;

• the description of Apogent common stock in our current report on Form 8-K dated November 15, 2001;

• the description of Apogent preferred stock purchase rights in our registration statement on Form 8-A dated December 11, 2000; and

• any future filings that make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and until this offering is completed or terminated.

If you request a copy of any or all of the documents incorporated by reference, we will send to you the copies requested at no charge. However, we will not send exhibits to such documents unless such exhibits are specifically incorporated by reference in such documents. You should direct requests for such copies to: Apogent Technologies Inc., 30 Penhallow Street, Portsmouth, New Hampshire 03801 (telephone number: (603) 433-6131), Attention: Investor Relations.

We maintain an Internet web site at http://www.apogent.com. Our web site and information at that site, or linked to that site, are not incorporated into this prospectus.

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APOGENT TECHNOLOGIES INC.

ANNEX A FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

The undersigned beneficial holder of Floating Rate Senior Convertible Contingent Debt Securities due 2033 (the “CODES”) of Apogent Technologies Inc. (the “Issuer”), or common stock, par value $0.01 per share (the “Shares” and together with the CODES, the “Transfer Restricted Securities”) of the Issuer understands that the Issuer and the subsidiary guarantors of the CODES (the “Guarantors”) have filed, or intend to file, with the Securities and Exchange Commission (the “Commission”) one or more registration statements (collectively, the “Shelf Registration Statement”), for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Transfer Restricted Securities in accordance with the terms of the Registration Rights Agreement, dated as of December 17, 2003 (the “Registration Rights Agreement”) between the Issuer, the Guarantors, and Lehman Brothers Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, ABN AMRO Rothschild LLC, Fleet Securities, Inc., Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc., The Royal Bank of Scotland plc and HSBC Securities (USA) Inc. (the “Initial Purchasers”). A copy of the Registration Rights Agreement is available from the Issuer upon request at the address set forth below. All capitalized terms not otherwise defined herein have the meaning ascribed thereto in the Registration Rights Agreement.

Each beneficial owner of Transfer Restricted Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a selling securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions, as described below).

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related Prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Transfer Restricted Securities hereby gives notice to the Issuer of its intention to sell or otherwise dispose of Transfer Restricted Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the Shelf Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Issuer, the Guarantors, the Issuer’s and the Guarantors’ respective directors, the Issuer’s officers who sign the Shelf Registration Statement and each person, if any, who controls the Issuer or the Guarantor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the undersigned made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire.

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The undersigned hereby provides the following information to the Issuer and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

(1) Information Regarding Selling Securityholder

(a) Full legal name of Selling Securityholder:                                                                                                                        

(b) Full legal name of registered holder (if not the same as (a) above) through which Transfer Restricted Securities listed in Item (3) below are held:                                                                                                                     

(c) Is the Selling Securityholder an SEC-reporting company? If so, list below the individual or individuals who exercise dispositive powers with respect to the CODES, and the voting and/or dispositive powers with respect to the common stock underlying the CODES.                                                                                         

(d) Are you a broker-dealer registered pursuant Section 15 of the Exchange Act?

¨ Yes.

¨ No.

(e) If your response to Item 1(d) above is no, are you an “affiliate” of a broker-dealer registered pursuant to Section 15 of the Exchange Act?

¨ Yes.

¨ No.

For purposes of this Item 1(e), an “affiliate” of a registered broker-dealer shall include any company that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such broker-dealer, and does not include any individuals employed by such broker-dealer or its affiliates.

(f) Full legal name of person through which you hold the Transfer Restricted Securities – (i.e. name of your broker or the DTC participant, if applicable, through which your Transfer Restricted Securities are held):

Name of broker:                                                                                                                                                                

DTC No.:                                                                                                                                                                             

Contract person:                                                                                                                                                                

Telephone No.:                                                                                                                                                                  

(2) Address for Notices to Selling Securityholders

Address:                                                                                                                                                                                         

Telephone:                                                                                                                                                                                    

Fax:                                                                                                                                                                                                 

Contact Person:                                                                                                                                                                            

(3) Beneficial Ownership of Transfer Restricted Securities

(a) Type of Transfer Restricted Securities beneficially owned, and principal amount of Securities or number of shares of Common Stock, as the case may be, beneficially owned:                                                    

(b) CUSIP No(s). of such Transfer Restricted Securities beneficially owned:                                                            

59

(4) Beneficial Ownership of the Issuer’s Securities Owned by the Selling Securityholder

Except as set forth below in this Item (4), the undersigned is not the beneficial or registered owner of any securities of the Issuer other than the Transfer Restricted Securities listed above in Item (3) (“Other Securities”).

(a) Type and amount of Other Securities beneficially owned by the Selling Securityholder:                               

(b) CUSIP No(s). of such Other Securities beneficially owned:                                                                                       

(5) Relationship with the Issuer

(a) Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Issuer (or its predecessors or affiliates) during the past three years.

State any exceptions here:                                                                                                                                                                

(b) If the Selling Securityholder is a registered broker-dealer, except as set forth below, (i) neither the undersigned nor any of its affiliates has purchased the Transfer Restricted Securities other than in the ordinary course of business, and (ii) at the time of the purchase of the Transfer Restricted Securities to be registered, there was no agreement or understanding, written or otherwise, with any person to distribute any such Transfer Restricted Securities.

State any exceptions here:                                                                                                                                                                

(6) Plan of Distribution

Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all). Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent’s commissions. Such Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions):

• on any national securities exchange or quotation service on which the Transfer Restricted Securities may be listed or quoted at the time of sale;

• in the over-the-counter market;

• in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

• through the writing of options.

In connection with sales of the Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:                                                                                                                                                                

Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prior agreement of the Issuer.

60

Instructions for Delivery of Questionnaire

Please return the completed and executed Questionnaire to Apogent Technologies Inc. at:

30 Penhallow Street, Suite 300

Portsmouth, New Hampshire 03801

Attention: General Counsel

Acknowledgments

The undersigned acknowledges that it understands its obligation to comply with the provisions of the Exchange Act and the rules and regulations promulgated thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions.

The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Issuer has agreed under certain circumstances to indemnify the Selling Securityholders against certain liabilities.

In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Issuer of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth above.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to items (1) through (7) and the inclusion of such information in the Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by the Issuer in connection with the preparation or amendment of the Shelf Registration Statement and the related Prospectus.

Once this Notice and Questionnaire is executed by the undersigned and received by the Issuer, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Issuer and the undersigned with respect to the Transfer Restricted Securities beneficially owned by the undersigned and listed in Item (3) above. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Date:

Beneficial Owner
By:
	Name:
	Title:
	Date

61

ANNEX B FORM OF NOTICE OF PROPOSED TRANSFER

PURSUANT TO REGISTRATION STATEMENT

Apogent Technologies Inc. c/o Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, WI 53202	Copy to:	The Bank of New York 5 Penn Plaza New York, NY 10001
Attn:  Shawn Crawford or	Attn:	DWAC Unit
Joseph Masterson
Fax: 414-271-3552	Fax:	212-235-2256

Re: Apogent Technologies Inc.

Floating Rate Senior Convertible Contingent Debt Securities^SM (CODES^SM) due 2033

Ladies and Gentlemen:

Please be advised that                                          intends to transfer either [Complete the applicable clause and strike out whichever clause (a) or (b) does not apply] (a)                     aggregate principal amount of the above-referenced CODES or (b)                     shares of Apogent common stock received upon conversion of the above-referenced CODES pursuant to an effective Registration Statement on Form S-3 filed by Apogent.

Dated:

Very truly yours,
(Name)
By:
	(Authorized Signature)

62

ANNEX C FORM OF NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Apogent Technologies Inc. c/o Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, WI 53202	Copy to:	The Bank of New York 5 Penn Plaza New York, NY 10001
Attn:     Shawn Crawford or	Attn:	DWAC Unit
Joseph Masterson
Fax: 414-271-3552	Fax:	212-235-2256

Re: Apogent Technologies Inc.

Floating Rate Senior Convertible Contingent Debt Securities^SM (CODES^SM) due 2033

Ladies and Gentlemen:

Please be advised that                                          has transferred either [Complete the applicable clause and strike out whichever clause (a) or (b) does not apply] (a)                      aggregate principal amount of the above-referenced CODES or (b)              shares of Apogent common stock received upon conversion of the above-referenced CODES pursuant to an effective Registration Statement on Form S-3 filed by Apogent.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission issued thereunder, have been satisfied, that the above-named beneficial owner of the CODES or related common stock is named as a “Selling Holder” in the related prospectus, and that the CODES transferred are the CODES listed in such prospectus opposite such owner’s name, or the shares of common stock transferred are the shares of common stock received upon conversion of the CODES, all in accordance with the applicable rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933.

Dated:

Very truly yours,
(Name)
By:
	(Authorized Signature)

63

Floating Rate Senior Convertible

Contingent Debt Securities^SM (CODES^SM)

due 2033

PROSPECTUS

                        , 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The estimated expenses in connection with the issuance and distribution of the securities covered by this registration statement are as follows:

SEC registration fee (actual)	$	43,712
Professional fees and expenses		45,000
Printing costs		15,000
Trustee fees and other costs		21,288
Total	$	125,000

Item 15. Indemnification of Directors and Officers.

Wisconsin Law. Apogent Technologies Inc. is incorporated under the Wisconsin Business Corporation Law (the “WBCL”).

Under Section 180.0851(1) of the WBCL, Apogent is required to indemnify a director or officer, to the extent such person is successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if such person was a party because he or she was a director or officer of Apogent Technologies Inc. In all other cases, Apogent is required by Section 180.0851(2) to indemnify a director or officer against liability incurred in a proceeding to which such person was a party because he or she was a director or officer of Apogent, unless it is determined that he or she breached or failed to perform a duty owed to Apogent and the breach or failure to perform constitutes:

• a willful failure to deal fairly with Apogent or its shareholders in connection with a matter in which the director or officer has a material conflict of interest;

• a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful;

• a transaction from which the director or officer derived an improper personal profit; or

• willful misconduct.

Section 180.0858(1) provides that, subject to certain limitations, the mandatory indemnification provisions do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under Apogent’s articles of incorporation, bylaws, any written agreement or a resolution of the board of directors or shareholders.

Section 180.0859 of the WBCL provides that it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and insurance to the extent required or permitted under Sections 180.0850 to 180.0858 of the WBCL, for any liability incurred in connection with a proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities.

Section 180.0828 of the WBCL provides that, with certain exceptions, a director is not liable to a corporation, its shareholders, or any person asserting rights on behalf of the corporation or its shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director, unless the person asserting liability proves that the breach or failure to perform constitutes any of the four exceptions to mandatory indemnification under Section 180.0851(2) referred to above.

I-1

Under Section 180.0833 of the WBCL, directors of Apogent against whom claims are asserted with respect to the declaration of improper dividends or distributions to shareholders or certain other improper acts which they approved are entitled to contribution from other directors who approved such actions and from shareholders who knowingly accepted an improper dividend or distribution, as provided therein.

Bylaws. Article VIII of Apogent’s bylaws contains provisions that generally parallel the indemnification provisions of the WBCL and cover certain procedural matters not dealt with in the WBCL. Furthermore, certain officers of Apogent are also officers of subsidiaries of Apogent and, as a result, such officers may be entitled to indemnification pursuant to provisions of such subsidiaries’ governing corporate laws, articles of incorporation and bylaws. Apogent has also executed an indemnity agreement with each of its directors and certain of its officers which provides certain indemnity rights to such individuals.

Insurance. Directors and officers of Apogent are covered by directors’ and officers’ liability insurance under which they are insured (subject to certain exceptions and limitations specified in the policy) against expenses and liabilities arising out of proceedings to which they are parties by reason of being or having been directors or officers, including liabilities under the Securities Act of 1933.

Item 16. Exhibits.

See Exhibit Index following the Signatures pages in this registration statement, which Exhibit Index is incorporated herein by reference.

Item 17. Undertakings.

The undersigned registrant hereby undertakes (in accordance with the corresponding lettered undertakings in Item 512 of Regulation S-K):

(a) Rule 415 Offering. (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-3 or Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Filings Incorporating Subsequent Exchange Act Documents. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) of Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Request for Acceleration of Effective Date. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referred to in Item 15 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

APOGENT TECHNOLOGIES INC.
By:	/s/    FRANK H. JELLINEK, Jr.
	Frank H. Jellinek, Jr. President and Chief Executive Officer

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    FRANK H. JELLINEK, Jr.         Frank H. Jellinek, Jr.	President and Chief Executive Officer and Director (principal executive officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer of the registrant)
/s/    WILLIAM H. BINNIE         William H. Binnie	Director
/s/    DON H. DAVIS, Jr.         Don H. Davis, Jr.	Director
/s/    CHRISTOPHER L. DOERR         Christopher L. Doerr	Director
/s/    STEPHEN R. HARDIS         Stephen R. Hardis	Director

S-1

Signature	Title
/s/    R. JEFFREY HARRIS         R. Jeffrey Harris	Director
/s/    MARY G. PUMA         Mary G. Puma	Director
/s/    SIMON B. RICH         Simon B. Rich	Director
/s/    JOE L. ROBY         Joe L. Roby	Director
/s/    RICHARD W. VIESER         Richard W. Vieser	Director
/s/    KENNETH F. YONTZ         Kenneth F. Yontz	Director

* Each of these signatures is affixed as of February 3, 2004.

S-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

ABGENE INC.
By:	/s/    JAMES MARSH
	James Marsh President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    JAMES MARSH         James Marsh	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    GARY SCHNEIDER         Gary Schneider	Vice President and Chief Financial Officer (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

APOGENT FINANCE COMPANY
By:	/s/    MICHAEL K. MICHAUD
	Michael K. Michaud
	President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	President and Treasurer (principal executive officer, principal financial officer and principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

APOGENT HOLDING COMPANY
By:	/s/    MICHAEL K. BRESSON
	Michael K. Bresson President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    MICHAEL K. BRESSON         Michael K. Bresson	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer and principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

APOGENT SERVICE CORPORATION
By:	/s/    MICHAEL K. BRESSON
	Michael K. Bresson President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    MICHAEL K. BRESSON         Michael K. Bresson	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer and principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

APOGENT TRANSITION CORP.
By:	/s/    FRANK H. JELLINEK, Jr.
	Frank H. Jellinek, Jr. President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    FRANK H. JELLINEK, Jr.         Frank H. Jellinek, Jr.	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer and principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

BARNSTEAD THERMOLYNE CORPORATION
By:	/s/    DUNCAN ROSS
	Duncan Ross President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    DUNCAN ROSS         Duncan Ross	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    BRENDA K. HOEFLER         Brenda K. Hoefler	Vice President-Finance (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

BT CANADA HOLDINGS INC.
By:	/s/    MICHAEL K. MICHAUD
	Michael K. Michaud President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	President and Treasurer (principal executive officer, principal financial officer and principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

CAPITOL VIAL, INC.
By:	/s/    MARK F. STUPPY
	Mark F. Stuppy President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    MARK F. STUPPY         Mark F. Stuppy	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer and principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

CHASE SCIENTIFIC GLASS, INC.
By:	/s/    STEPHEN MUNZER
	Stephen Munzer President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    STEPHEN MUNZER         Stephen Munzer	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    DAVID BALES         David Bales	Vice President-Finance (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

CONSOLIDATED TECHNOLOGIES, INC.
By:	/s/    ROBERT WOLF
	Robert Wolf President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    ROBERT WOLF         Robert Wolf	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    LINDA M. LECHNER         Linda M. Lechner	Controller (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

ERIE SCIENTIFIC COMPANY
By:	/s/    MARK F. STUPPY
	Mark F. Stuppy President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    MARK F. STUPPY         Mark F. Stuppy	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    GERALD PRIOR         Gerald Prior	Controller (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

ERIE SCIENTIFIC COMPANY OF PUERTO RICO
By:	/s/    MARK F. STUPPY
	Mark F. Stuppy President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    MARK F. STUPPY         Mark F. Stuppy	Chairman of the Board & President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    GERALD PRIOR         Gerald Prior	Controller (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

ERIE UK HOLDING COMPANY
By:	/s/    MICHAEL K. MICHAUD
	Michael K. Michaud President and Treasurer

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	President and Treasurer (principal executive officer, principal financial officer and principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

EVER READY THERMOMETER CO., INC.
By:	/s/    TIMOTHY B. WEISS
	Timothy B. Weiss President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    TIMOTHY B. WEISS         Timothy B. Weiss	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer and principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

GENEVAC INC.
By:	/s/    HARRY COLE
	Harry Cole President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    HARRY COLE         Harry Cole	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    DEBRA INGER         Debra Inger	Vice President and Controller (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

G&P LABWARE HOLDINGS INC.
By:	/s/    ROBERT V. AHLGREN
	Robert V. Ahlgren President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    ROBERT V. AHLGREN         Robert V. Ahlgren	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer and principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

LAB-LINE INSTRUMENTS, INC.
By:	/s/    TIMOTHY B. WEISS
	Timothy B. Weiss President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    TIMOTHY B. WEISS         Timothy B. Weiss	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    PHILIP T. REID         Philip T. Reid	Controller (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

LAB VISION CORPORATION
By:	/s/    GLENN K. TAKAYAMA
	Glen K. Takayama President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    GLENN K. TAKAYAMA         Glenn K. Takayama	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    BRIAN WOOD         Brian Wood	Chief Financial Officer (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

MATRIX TECHNOLOGIES CORPORATION
By:	/s/    GARY E. NELSON
	Gary E. Nelson President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    GARY E. NELSON         Gary E. Nelson	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    JOHN L. STOWELL         John L. Stowell	Chief Financial Officer (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

METAVAC LLC
By:	The Naugatuck Glass Company
	Sole Member and Manager
	By:	/s/    MICHAEL K. BRESSON
		Michael K. Bresson Vice President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature		Title
/s/    HAROLD A. RACEVICIUS         Harold A. Racevicius		President (principal executive officer of the sole member and manager of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud		Treasurer (principal financial officer and principal accounting officer of the sole member and manager of the registrant)
THE NAUGATUCK GLASS COMPANY		Sole member and manager of the registrant
By:	/s/    MICHAEL K. BRESSON
	Michael K. Bresson
	Vice President

* Each of these signatures is affixed as of February 3, 2004.

S-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

MICROGENICS CORPORATION
By:	/s/    YUH-GENG TSAY
	Yuh-Geng Tsay President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    YUH-GENG TSAY         Yuh-Geng Tsay	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    LINDA M. LECHNER         Linda M. Lechner	Vice President Administration and Chief Financial Officer (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

MOLECULAR BIOPRODUCTS, INC.
By:	/s/    ROBERT ARNOLD
	Robert Arnold President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    ROBERT ARNOLD         Robert Arnold	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    ANGELA M. EGNER         Angela M. Egner	Controller (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

NALGE NUNC INTERNATIONAL CORPORATION
By:	/s/    CRAIG M. JACK
	Craig M. Jack President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    CRAIG M. JACK         Craig M. Jack	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    JEAN C. MUCENSKI         Jean C. Mucenski	Vice President – Finance (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

NATIONAL SCIENTIFIC COMPANY
By:	/s/    GORDON HAMNETT
	Gordon Hamnett President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    GORDON HAMNETT         Gordon Hamnett	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    JEAN C. MUCENSKI         Jean C. Mucenski	Vice President – Finance (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

THE NAUGATUCK GLASS COMPANY
By:	/s/    HAROLD A. RACEVICIUS
	Harold A. Racevicius President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    HAROLD A. RACEVICIUS         Harold A. Racevicius	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    HARRY X. CASHIN, III         Harry X. Cashin, III	Director of Finance (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

NEOMARKERS, INC.
By:	/s/    GLENN K. TAKAYAMA
	Glenn K. Takayama President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    GLENN K. TAKAYAMA         Glenn K. Takayama	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer and principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

NERL DIAGNOSTICS CORPORATION
By:	/s/    DONALD H. MCGLORY, Jr.
	Donald H. McGlory, Jr. President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    DONALD H. MCGLORY, Jr.         Donald H. McGlory, Jr.	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    DOUGLAS FISHER         Douglas Fisher	Controller/Operations Manager (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

OWL SEPARATION SYSTEMS, INC.
By:	/s/    STEPHEN NORTON
	Stephen Norton President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    STEPHEN NORTON         Stephen Norton	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    KEITH BLESSINGTON         Keith Blessington	Manager of Accounting (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

QUALITY SCIENTIFIC PLASTICS, INC.
By:	/s/    ROBERT ARNOLD
	Robert Arnold President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    ROBERT ARNOLD         Robert Arnold	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    ANGELA M. EIGNER         Angela M. Eigner	Controller (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

REMEL INC.
By:	/s/    SUSANNE GARAY
	Susanne Garay President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.**

Signature	Title
/s/    SUSANNE GARAY         Susanne Garay	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    ROB CHESTNUT         Rob Chestnut	Vice President-Finance (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

RICHARD-ALLAN SCIENTIFIC COMPANY
By:	/s/    DAVID P. SANFORD
	David P. Sanford President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    DAVID P. SANFORD         David P. Sanford	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    BRIAN WOOD         Brian Wood	Vice President – Finance (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

ROBBINS SCIENTIFIC CORPORATION
By:	/s/    GARY E. NELSON
	Gary E. Nelson President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    GARY E. NELSON         Gary E. Nelson	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer of the registrant)
/s/    JOHN L. STOWELL         John L. Stowell	Vice President and Chief Financial Officer (principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

SAMCO SCIENTIFIC CORPORATION
By:	/s/    MARK F. STUPPY
	Mark F. Stuppy President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    MARK F. STUPPY         Mark F. Stuppy	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer and principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

SEPARATION TECHNOLOGY, INC.
By:	/s/    JAMI MEEKS
	Jami Meeks President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    JAMI MEEKS         Jami Meeks	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer and principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on February 3, 2004.

SERADYN INC.
By:	/s/    MARK ROBERTS
	Mark Roberts President

Power of Attorney. Each person whose signature appears below constitutes and appoints, Frank H. Jellinek, Jr., Dennis Brown and Michael K. Bresson, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.*

Signature	Title
/s/    MARK ROBERTS         Mark Roberts	President (principal executive officer of the registrant)
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Treasurer (principal financial officer and principal accounting officer of the registrant)
/s/    DENNIS BROWN         Dennis Brown	Director
/s/    MICHAEL K. MICHAUD         Michael K. Michaud	Director
/s/    MICHAEL K. BRESSON         Michael K. Bresson	Director

* Each of these signatures is affixed as of February 3, 2004.

S-37

APOGENT TECHNOLOGIES INC.

(the “Registrant”) and its Guarantor Subsidiaries

(Commission File No. 1-11091)

EXHIBIT INDEX TO

FORM S-3 REGISTRATION STATEMENT

Exhibit Number	Description	Incorporated Herein By Reference To	Filed herewith
3.1(a)	Restated Articles of Incorporation of the Registrant	Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2000.
3.1(b)	Articles of Amendment containing Certificate of Designation, Preferences and Rights of Series A Preferred Stock	Exhibit 3.1(b) to the Registrant’s Form 10-K filed for the fiscal year ended September 30, 2000.
3.2	Bylaws of the Registrant, as amended as of January 30, 2001	Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2000.
4.1	Indenture, dated December 17, 2003, between Apogent Technologies Inc., the Subsidiary Guarantors parties thereto, and The Bank of New York, as Trustee		X
4.2	Resale Registration Rights Agreement, dated as of December 17, 2003, among Apogent Technologies Inc., the Subsidiary Guarantors and Lehman Brothers Inc., Bank of America Securities LLC, J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, ABN Amro Rothschild LLC, Fleet Securities, Inc., Scotia Capital (USA) Inc., Suntrust Capital (USA) Inc., The Royal Bank of Scotland plc and HSBC Securities (USA) Inc. (collectively, as Initial Purchasers)		X
4.3	Purchase Agreement, dated December 17, 2003, between Apogent Technologies, the Subsidiary Guarantors and Lehman Brothers Inc., Bank of America Securities LLC, J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, ABN Amro Rothschild LLC, Fleet Securities, Inc., Scotia Capital (USA) Inc., Suntrust Capital (USA) Inc., The Royal Bank of Scotland plc and HSBC Securities (USA) Inc. (collectively, as Initial Purchasers)		X
5	Opinion letter of Quarles & Brady LLP as to the legality of the securities being registered		X
8	Opinion letter of Quarles & Brady LLP as to tax matters affecting the securities being registered		X
12	Statements regarding computation of ratio of earnings to fixed charges		X
23	Consent of KPMG LLP		X
24	Power of Attorney		See Signatures pages
25	Statement of Eligibility on Form T-1 of The Bank of New York		X

EX-4.1

EXHIBIT 4.1

INDENTURE

Among

APOGENT TECHNOLOGIES INC.,

THE SUBSIDIARY GUARANTORS PARTIES HERETO

and

THE BANK OF NEW YORK, as Trustee

FLOATING RATE SENIOR CONVERTIBLE

CONTINGENT DEBT SECURITIES (CODES) DUE 2033

Dated as of December 17, 2003

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	5.11
(a)(2)	5.11
(a)(3)	n/a
(a)(4)	n/a
(a)(5)	5.11
(b)	5.3; 5.11
(c)	n/a
311(a)	5.12
(b)	5.12
(c)	n/a
312(a)	2.10
(b)	14.3
(c)	14.3
313(a)	5.7
(b)	n/a
(c)	n/a
(d)	n/a
314(a)	9.4
(b)	n/a
(c)	n/a
(d)	n/a
(e)	n/a
(f)	n/a
315(a)	5.2
(b)	5.2; 5.6
(c)	5.2
(d)	5.2
(e)	4.14

“n/a” means not applicable.

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

i

Table of Contents

		Page
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1.	Definitions	1
Section 1.2.	Incorporation by Reference of Trust Indenture Act	14
Section 1.3.	Rules of Construction	14
ARTICLE 2 THE SECURITIES
Section 2.1.	Title and Terms	15
Section 2.2.	Form of Securities	17
Section 2.3.	Legends	18
Section 2.4.	Execution, Authentication, Delivery and Dating of the Securities	24
Section 2.5.	Registrar and Paying Agent	24
Section 2.6.	Paying Agent to Hold Assets in Trust	25
Section 2.7.	General Provisions Relating to Registration, Transfer and Exchange	26
Section 2.8.	Book-Entry Provisions for the Global Securities	27
Section 2.9.	Transfer Provisions	28
Section 2.10.	Holder Lists	31
Section 2.11.	Persons Deemed Owners	31
Section 2.12.	Mutilated, Destroyed, Lost or Stolen Securities	31
Section 2.13.	Treasury Securities	32
Section 2.14.	Temporary Securities	32
Section 2.15.	Cancellation	33
Section 2.16.	CUSIP Numbers	33
Section 2.17.	Defaulted Interest	33
ARTICLE 3 DISCHARGE OF INDENTURE
Section 3.1.	Discharge of Liability on Securities	34
Section 3.2.	Repayment to the Company	34
ARTICLE 4 DEFAULTS AND REMEDIES
Section 4.1.	Events of Default	34
Section 4.2.	Acceleration of Maturity; Rescission and Annulment	36
Section 4.3.	Other Remedies	36
Section 4.4.	Waiver of Past Defaults	37
Section 4.5.	Control by Majority	37
Section 4.6.	Limitation on Suit	38
Section 4.7.	Unconditional Rights of Holders to Receive Payment and to Convert	38
Section 4.8.	Collection of Indebtedness and Suits for Enforcement by the Trustee	39
Section 4.9.	Trustee May File Proofs of Claim	39

iii

		Page
Section 4.10.	Restoration of Rights and Remedies	40
Section 4.11.	Rights and Remedies Cumulative	40
Section 4.12.	Delay or Omission Not Waiver	41
Section 4.13.	Priorities	41
Section 4.14.	Undertaking for Costs	41
Section 4.15.	Waiver of Stay or Extension Laws	41
ARTICLE 5 THE TRUSTEE
Section 5.1.	Certain Duties and Responsibilities	42
Section 5.2.	Certain Rights of Trustee	44
Section 5.3.	Individual Rights of Trustee	44
Section 5.4.	Money Held in Trust	45
Section 5.5.	Trustee’s Disclaimer	45
Section 5.6.	Notice of Defaults	45
Section 5.7.	Reports by Trustee to Holders	45
Section 5.8.	Compensation and Indemnification	45
Section 5.9.	Replacement of Trustee	46
Section 5.10.	Successor Trustee by Merger, Etc	47
Section 5.11.	Corporate Trustee Required; Eligibility	47
Section 5.12.	Collection of Claims Against the Company	47
ARTICLE 6 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 6.1.	Company May Consolidate, Etc., Only on Certain Terms	48
Section 6.2.	Successor Corporation Substituted	48
ARTICLE 7 AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 7.1.	Without Consent of Holders of CODES	49
Section 7.2.	With Consent of Holders of CODES	50
Section 7.3.	Compliance with Trust Indenture Act	51
Section 7.4.	Revocation of Consents and Effect of Consents or Votes	51
Section 7.5.	Notation on or Exchange of CODES	52
Section 7.6.	Trustee to Sign Amendment, Etc.	52
ARTICLE 8 MEETING OF HOLDERS OF CODES
Section 8.1.	Purposes for Which Meetings May Be Called	52
Section 8.2.	Call Notice and Place of Meetings	52
Section 8.3.	Persons Entitled to Vote at Meetings	53
Section 8.4.	Quorum; Action	53
Section 8.5.	Determination of Voting Rights; Conduct and Adjournment of Meetings	54
Section 8.6.	Counting Votes and Recording Action of Meetings	54
ARTICLE 9 COVENANTS
Section 9.1.	Payment of Principal, Redemption Price, Repurchase Price and Interest	56

iv

		Page
Section 9.2.	Maintenance of Offices or Agencies	56
Section 9.3.	Corporate Existence	57
Section 9.4.	Reports	57
Section 9.5.	Compliance Certificate	57
Section 9.6.	Resale of Certain CODES	58
Section 9.7.	Tax Treatment of CODES	58
Section 9.8.	Shelf Registration Statement	58
ARTICLE 10 REDEMPTION OF CODES
Section 10.1.	Optional Redemption	58
Section 10.2.	Notice to Trustee	59
Section 10.3.	Selection of CODES to Be Redeemed	59
Section 10.4.	Notice of Redemption	60
Section 10.5.	Effect of Notice of Redemption	61
Section 10.6.	Deposit and Payment of Redemption Price	61
Section 10.7.	CODES Redeemed in Part	61
ARTICLE 11 REPURCHASE AT THE OPTION OF HOLDERS
Section 11.1.	Repurchase Rights	62
Section 11.2.	Company Notice	63
Section 11.3.	Delivery of Repurchase Notice; Forms of Repurchase Notice; Withdrawal of Repurchase Notice	63
Section 11.4.	Exercise of Repurchase Rights	65
Section 11.5.	Deposit and Payment of the Applicable Repurchase Price	66
Section 11.6.	Effect of Delivery of Repurchase Notice and Purchase	66
Section 11.7.	Physical Securities Purchased in Part	67
Section 11.8.	Covenant to Comply With Securities Laws Upon Repurchase of Securities	67
Section 11.9.	Repayment to the Company	67
ARTICLE 12 CONVERSION OF SECURITIES
Section 12.1.	Conversion Privilege	68
Section 12.2.	Conversion Procedure; Conversion Price; Fractional Shares	70
Section 12.3.	Adjustments of Conversion Price for Common Stock.	71
Section 12.4.	Consolidation or Merger of the Company	80
Section 12.5.	Notice of Adjustment	81
Section 12.6.	Notice in Certain Events	82
Section 12.7.	Company to Reserve Stock; Registration; Listing	82
Section 12.8.	Taxes on Conversion	83
Section 12.9.	Conversion After Record Date	83
Section 12.10.	Company Determination Final	84
Section 12.11.	Responsibility of Trustee for Conversion Provisions	84
Section 12.12.	Unconditional Right of Holders to Convert	84

v

		Page
ARTICLE 13 SUBSIDIARY GUARANTEES
Section 13.1.	Agreement to Guarantee	84
Section 13.2.	Execution and Delivery of Guarantees	85
Section 13.3.	Releases	86
Section 13.4.	No Recourse Against Others	87
Section 13.5.	Future Subsidiary Guarantees	87
ARTICLE 14 OTHER PROVISIONS OF GENERAL APPLICATION
Section 14.1.	Trust Indenture Act Controls	88
Section 14.2.	Notices	88
Section 14.3.	Communication by Holders with Other Holders	89
Section 14.4.	Acts of Holders of CODES	89
Section 14.5.	Certificate and Opinion as to Conditions Precedent	90
Section 14.6.	Statements Required in Certificate or Opinion	91
Section 14.7.	Effect of Headings and Table of Contents	91
Section 14.8.	Successors and Assigns	91
Section 14.9.	Separability Clause	91
Section 14.10.	Benefits of Indenture	92
Section 14.11.	Governing Law	92
Section 14.12.	Counterparts	92
Section 14.13.	Legal Holidays	92
Section 14.14.	Recourse Against Others	92

EXHIBITS

EXHIBIT A:	Form of Security	A-1
EXHIBIT B:	Assignment Form	B-1
EXHIBIT C:	Form of Repurchase Notice for Optional Repurchase Rights	C-1
EXHIBIT D:	Form of Repurchase Notice for Change of Control Repurchase Rights	D-1
EXHIBIT E:	Conversion Notice	E-1
EXHIBIT F:	Rule 144A Certificate	F-1
EXHIBIT G:	Form of Supplemental Indenture	G-1

vi

INDENTURE, dated as of December 17, 2003, among Apogent Technologies Inc., a Wisconsin corporation, having its principal office at 30 Penahallow Street, Portsmouth, New Hampshire 03801 (the “Company”), and the guarantors from time to time parties hereto and described below (collectively, the “Guarantors”) and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”), having its principal corporate trust office at 101 Barclay Street, Floor 8 West, New York, New York 10286.

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of its Floating Rate Senior Convertible Contingent Debt Securities (the “CODES”) due 2033, together with the several guarantees forming a part thereof of the Guarantors (the “Guarantees” and, together with the CODES, the “Securities”) having the terms, tenor, amount and other provisions hereinafter set forth, and, to provide therefor, the Company has duly authorized the execution and delivery of this Indenture.

All things necessary to make the Securities, when the Securities are duly executed by the Company and the Guarantors and authenticated and delivered hereunder and duly issued by the Company and the Guarantors, the valid obligations of the Company and the Guarantors, and to make this Indenture a valid and binding agreement of the Company and the Guarantors, in accordance with their and its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.

For all purposes of this Indenture and the Securities, the following terms are defined as follows:

“Act”, when used with respect to any Holder of a Security, has the meaning specified in Section 14.4(a).

“Additional Amounts” means the additional amounts that the Company and the Guarantors agree to pay if the Company and the Guarantors default in the registration of any Shelf Registration Statement, as specified in the Registration Rights Agreement.

“Adjusted Spread” means, with respect to any Reset Transaction, the arithmetic average of the spreads, expressed as a percentage, from 3-month LIBOR quoted by two Reference Dealers as the spread from 3-month LIBOR which should be used in calculating the rate at which the Interest Rate on the CODES should accrue so that the Fair Market Value, expressed in dollars, of a CODES immediately after the later of:

(a) the public announcement of the Reset Transaction; or

(b) the public announcement of a change in dividend policy in connection with the Reset Transaction,

will equal the average Trading Price of the CODES for the 20 Trading Days preceding the date of public announcement of the Reset Transaction; provided that, in no event will the Interest Rate borne by the CODES (without giving effect to any Contingent Interest) at any time after the first Interest Payment Date be less than the greater of (a) zero and (b) 3-month LIBOR, determined by the Calculation Agent in accordance with the Security attached as Annex A hereto, minus 125 basis points.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means 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 the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent Member” has the meaning specified in Section 2.8.

“Bankruptcy Law” means Title 11 of the U.S. Code or any similar federal or state law for the relief of debtors.

“Board of Directors” means either the board of directors of the Company or any committee of that board empowered to act for it with respect to this Indenture.

“Board Resolution” means a resolution duly adopted by the Board of Directors, a copy of which, certified by the Secretary or an Assistant Secretary of the Company to be in full force and effect on the date of such certification, shall have been delivered to the Trustee.

“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York.

“Calculation Agent” means any Person authorized by the Company to perform the calculations required by this Indenture and the Security attached as Annex A hereto. Initially, the Calculation Agent shall be The Bank of New York.

“Capital Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests (however designated) in equity of such Person, whether now outstanding or issued after the date of this Indenture, including, without limitation, all common stock and preferred stock.

2

“Change of Control” means the occurrence of any of the following after the original issuance of the Securities when any of the following has occurred:

(1) the acquisition by any “person”, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions of shares of the Company’s Capital Stock entitling such person to exercise 50% or more of the total voting power of all shares of the Company’s Capital Stock entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its Subsidiaries or any of its employee benefit plans (except that such person shall be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition);

(2) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

(3) any consolidation or merger of the Company with or into any other person (which for purposes of this definition has the meaning set forth in Section 13(d)(3) of the Exchange Act), any merger of another person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the properties and assets of the Company to another person, other than, in each case, (x) any transaction (i) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Capital Stock of the Company and (ii) pursuant to which holders of Capital Stock of the Company immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in the election of directors of the continuing or surviving person immediately after such transaction or (y) any such merger solely for the purpose of changing the jurisdiction of incorporation of the Company and resulting in a reclassification, conversion or exchange of outstanding Common Stock solely into shares of the common stock of the surviving entity;

provided, however, that a Change of Control shall not be deemed to have occurred if the Sale Price per share of the Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Change of Control or the public announcement of the Change of Control, in the case of a Change of Control under clause (1) above, or the period of 10 consecutive Trading Days ending immediately before the Change of Control, in the case of a Change of Control under clause (2) above, shall equal or exceed 110% of the Conversion Price of the CODES in effect on each such Trading Day or at least 90% of the consideration in the transaction or transactions constituting a Change of Control consists of shares of Common Stock traded or to be

3

traded immediately following such Change of Control on a national securities exchange or the Nasdaq National Market and, as a result of the transaction or transactions, the CODES become convertible solely into such Common Stock (and any rights attached thereto).

For the purposes of this definition, “beneficial ownership” shall be determined in accordance with Rule 13d-3 under the Exchange Act.

“Change of Control Repurchase Date” has the meaning specified in Section 11.1(b) hereof.

“Change of Control Repurchase Price” has the meaning specified in Section 11.1(b) hereof.

“Change of Control Repurchase Right” has the meaning specified in Section 11.1(b) hereof.

“Clearstream” means Clearstream Banking, société anonyme (or any successor securities clearing agency).

“Closing Date” means December 17, 2003 or such later date on which the Securities may be delivered pursuant to the Purchase Agreement.

“CODES” has the meaning ascribed to it in the first paragraph under the caption “Recitals of the Company”.

“Commission” means the Securities and Exchange Commission or any successor agency.

“Common Stock” means any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not subject to redemption by the Company. However, subject to the provisions of Section 12.2 hereof, shares issuable on conversion of the CODES shall include only shares of the class designated as Common Stock, par value $0.01 per share, of the Company at the date of execution of this Indenture or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which are not subject to redemption by the Company, provided that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

“Company” means the corporation named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

4

“Company Notice” has the meaning specified in Section 11.2(a).

“Company Order” means a written order signed in the name of the Company by any Officer.

“Contingent Interest” has the meaning specified in Section 2.1(d) hereof.

“Contingent Payment Regulations” has the meaning specified in Section 9.7 hereof.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of the Board of Directors on December 12, 2003 or (ii) was nominated for election or elected to the Board of Directors with the approval of two-thirds of the Continuing Directors who were members of the Board of Directors at the time of a new director’s nomination or election.

“Conversion Agent” means any Person authorized by the Company to convert CODES in accordance with Article 12. Initially, the Conversion Agent shall be The Bank of New York.

“Conversion Date” means, with respect to any Holder, the date on which such Holder has satisfied all the requirements to convert its CODES.

“Conversion Price” means the principal amount of CODES that can be exchanged for one share of Common Stock (initially $33.09), subject to adjustments set forth herein.

“Conversion Rate” means the number of shares of Common Stock into which each $1,000 principal amount of CODES is convertible, which is initially approximately 30.22, subject to adjustments as set forth herein.

“Conversion Value” means, on any day, the product of the Sale Price for the Common Stock on such day multiplied by the then-applicable Conversion Rate.

“Corporate Trust Office” means for purposes of presentation or surrender of CODES for payment, registration, transfer, exchange or conversion or for service of notices or demands upon the Company or for any other purpose of this Indenture, the office of the Trustee located in New York, New York at which at any particular time its corporate trust business shall be administered (which at the date of this Indenture is located at 101 Barclay Street, Floor 8 West, New York, New York 10286).

“corporation” means any corporation, association, limited liability company, company and business trust.

5

“Credit Agreement” means the bank credit agreement dated as of July 29, 2003, among the Company, the Guarantors and the several lenders parties thereto, as such Credit Agreement is amended, modified or supplemented from time to time in accordance with the terms thereof.

“Current Market Price” has the meaning set forth in Section 12.3(g).

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

“Default” means an event which is, or after notice or lapse of time or both would be, an Event of Default.

“Defaulted Payment” has the meaning specified in Section 4.1(b).

“Defaulted Interest” has the meaning specified in Section 2.17.

“Depositary” means The Depository Trust Company, its nominees and their respective successors.

“Dividend Yield” on any security for any period means the dividends paid or proposed to be paid pursuant to an announced dividend policy on such security for such period, divided by, if with respect to dividends paid on such security, the average Trading Price of such security during such period and, if with respect to dividends proposed to be paid on such security, the Trading Price of such security on the effective date of the related Reset Transaction.

“Dollar” or “$” means a U.S. dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debts.

“Euroclear” means Euroclear Bank. S.A./N.V., as operator of the Euroclear System (or any successor securities clearing agency).

“Event of Default” has the meaning specified in Section 4.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended and the rules and regulations of the Commission thereunder.

“Excluded Subsidiary” means any Subsidiary of the Company that is not or has ceased to be a guarantor of the Company’s indebtedness under the Credit Agreement and is not a “Borrower” under the Credit Agreement (as defined therein).

“Expiration Time” has the meaning specified in Section 12.3(f).

“Excess Amount” has the meaning specified in Section 12.3(f).

6

“Ex-Dividend Time” means, with respect to any issuance or distribution on shares of Common Stock, the first date on which the shares of Common Stock trade regular way on the principal securities market on which the shares of Common Stock are then traded without the right to receive such issuance or distribution.

“Fair Market Value” has the meaning set forth in Section 12.3(g).

“GAAP” has the meaning set forth in Section 1.3.

“Global Security” has the meaning specified in Section 2.2.

“Guarantee” means the obligations of the Guarantors described herein.

“Guarantors” means (i) each Subsidiary listed as a signatory to this Indenture and (ii) each Person who becomes a Guarantor pursuant to Section 13.5 of this Indenture; provided that, pursuant to Section 13.3 of this Indenture, a Subsidiary shall no longer be deemed a Guarantor if it is no longer a guarantor under the Credit Agreement.

“Holder”, when used with respect to any Security, including any Global Security, means the Person in whose name the Security is registered in the Register.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

“Initial Purchasers” means Lehman Brothers Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, ABN AMRO Rothschild LLC, Fleet Securities, Inc., Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc., The Royal Bank of Scotland plc and HSBC Securities (USA) Inc., as initial purchasers under the Purchase Agreement.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as that term is defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act.

“Interest” means, with respect to any CODES, the interest payable on such CODES based upon the applicable Interest Rate.

“Interest Adjustment Date” shall have the meaning set forth in the Security attached as Annex A hereto.

“Interest Determination Date” shall have the meaning set forth in the Security attached as Annex A hereto.

“Interest Payment Date” means each of March 15, June 15, September 15 and December 15, unless any such Interest Payment Date (other than an Interest Payment Date at maturity) would otherwise be a day that is not a Business Day, in which case the Interest Payment Date will be postponed to the next succeeding Business Day (except if

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that Business Day falls in the next succeeding calendar month, that Interest Payment Date will be the immediately preceding Business Day). If the maturity date of the CODES is a day that is not a Business Day, all payments to be made on such day will be made on the next succeeding Business Day, with the same force and effect as if made on the maturity date, and no additional interest will be payable as a result of such a delay in payment.

“Interest Rate” has the meaning specified in Section 2.1(c).

“London banking day” shall have the meaning set forth in the Security attached as Annex A hereto.

“Maturity” means the date on which the Outstanding principal amount, Redemption Price or Repurchase Price with respect to such CODES becomes due and payable as therein or herein provided, whether at the Stated Maturity or by acceleration, conversion, call for redemption, exercise of a repurchase right or otherwise.

“Moneyline Telerate Page 3750” shall have the meaning set forth in the Security attached as Annex A hereto.

“Nasdaq National Market” means the National Association of Securities Dealers Automated Quotation National Market or any successor national securities exchange or automated over-the-counter trading market in the United States.

“Non-Electing Share” has the meaning specified in Section 12.4.

“Obligations” means any principal, interest accruing on or after the filing of any petition of bankruptcy or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding), penalties, fees, charges, expenses, indemnifications, reimbursement obligations, additional amounts, guarantees and other liabilities or amounts payable under the documentation governing any indebtedness or in respect thereto.

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

“Officers’ Certificate” means, with respect to the Company, a certificate signed by both (1) the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and (2) so long as not the same as the officer signing pursuant to clause (1), the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel to the Company (and may include directors or employees of the Company) and in form and substance acceptable to the Trustee.

“Optional Repurchase Date” has the meaning specified in Section 11.1(a) hereof.

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“Optional Repurchase Price” has the meaning specified in Section 11.1(a) hereof.

“Optional Repurchase Right” has the meaning specified in Section 11.1(a) hereof.

“Outstanding”, when used with respect to CODES, means, as of the date of determination, all CODES theretofore authenticated and delivered under this Indenture, except CODES:

(1) previously canceled by the Trustee or delivered to the Trustee for cancellation;

(2) for the payment or redemption of which money in the necessary amount has been previously deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such CODES; provided, however, that if such CODES are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture; and

(3) which have been paid in exchange for or in lieu of other Securities which have been authenticated and delivered pursuant to this Indenture, other than any such Security in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding CODES are present at a meeting of Holders of CODES for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, CODES held for the account of the Company or of any of its Affiliates shall be disregarded and deemed not to be Outstanding, except that in determining whether the Trustee shall be protected in making such a determination or relying upon any such quorum, consent or vote, only CODES which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.

“Paying Agent” has the meaning specified in Section 2.5.

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

“Physical Securities” means Securities issued in definitive, fully registered form without interest coupons, substantially in the form of Exhibit A hereto, that are not Global Securities.

“Place of Conversion” means any city in which any Conversion Agent is located.

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“Place of Payment” means any city in which any Paying Agent is located.

“Predecessor Security” of any particular Security, means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.12 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Purchase Agreement” means the Purchase Agreement, dated December 12, 2003, among the Company, the Guarantors and the Initial Purchasers relating to the offering and sale of the Securities.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Record Date” has the meaning assigned to it in Section 12.3(g).

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

“Redemption Price”, when used with respect to any CODES to be redeemed, means 100% of the principal amount of the CODES.

“Reference Dealer” means a dealer engaged in the trading of convertible securities selected by the Company (or its successor) for the purpose for which such dealers are quoted or otherwise to which they are referred herein.

“Reference Period” has the meaning set forth in Section 12.3(d).

“Register” has the meaning specified in Section 2.5.

“Registrar” has the meaning specified in Section 2.5.

“Registration Rights Agreement” means the Resale Registration Rights Agreement dated as of December 17, 2003 among the Company, the Guarantors and the Initial Purchasers.

“Regular Record Date” for the Interest (including Contingent Interest) payable on the CODES means March 1, June 1, September 1 and December 1 (whether or not a Business Day), as applicable, next preceding the corresponding Interest Payment Date.

“Repurchase Date” has the meaning specified in Section 11.1(b) hereof.

“Repurchase Notice” has the meaning specified in Section 11.2(a) hereof.

“Repurchase Price” has the meaning specified in Section 11.1(b) hereof.

“Repurchase Right” has the meaning specified in Section 11.1(b) hereof.

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“Reset Transaction” means any of (1) a merger, consolidation or statutory share exchange to which the entity that is the issuer of the shares of the common stock into which the CODES are then convertible is a party, (2) a sale of all or substantially all the assets of that entity, (3) a recapitalization of the common stock of that entity or (4) a distribution contemplated by Section 12.3(d), in any case, after the effective date of which transaction or distribution the CODES would be convertible into either:

(a) shares of an entity, the common stock of which had a Dividend Yield for the four fiscal quarters of such entity immediately preceding the public announcement of such transaction or distribution that was more than 2.5 percentage points higher than the Dividend Yield on the Common Stock (or other common stock then issuable upon a conversion of the CODES) for the four fiscal quarters preceding the public announcement of such transaction or distribution; or

(b) shares of an entity that announces a dividend policy prior to the effective date of such transaction or distribution which policy, if implemented, would result in a Dividend Yield on such entity’s common stock for the next four fiscal quarters that would be more than 2.5 percentage points higher than the Dividend Yield on the Company’s Common Stock (or other common stock then issuable upon conversion of the CODES) for the four fiscal quarters preceding the public announcement of the transaction or distribution.

“Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee, including any vice president, assistant vice president, any assistant treasurer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Restricted Securities” means the Securities defined as such in Section 2.3.

“Restricted Securities Legend” has the meaning set forth in Section 2.3(a).

“Roll-up Date” means December 31, 2004 and the last day of any calendar month in which the consolidated net sales or consolidated total assets of the companies which are then Guarantors of the CODES becomes less than 90% of the consolidated net sales or consolidated total assets, as the case may be, of the entities which then guarantee the Company’s obligations, or are subsidiary borrowers, under the Credit Agreement.

“Rule 144” means Rule 144 as promulgated under the Securities Act (including any successor rule thereof), as the same may be amended from time to time.

“Rule 144A” means Rule 144A as promulgated under the Securities Act (including any successor rule thereof), as the same may be amended from time to time.

“Sale Price” of a security on any date of determination means:

(1) the closing sale price (or, if no closing sale price is reported, the last reported sale price) of a security (regular way) on the New York Stock Exchange on that date;

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(2) if that security is not listed on the New York Stock Exchange on that date, the closing sale price as reported in the composite transactions for the principal U.S. securities exchange on which that security is listed;

(3) if that security is not so listed on a U.S. national or regional securities exchange, the closing sale price as reported by the Nasdaq National Market;

(4) if that security is not so reported, the last price quoted by Interactive Data Corporation for that security or, if Interactive Data Corporation is not quoting such price, a similar quotation service selected by the Company; or

(5) if that security is not so quoted, the average of the mid-point of the last bid and ask prices for that security from at least two dealers recognized as market-makers for that security.

“Securities” has the meaning ascribed to it in the first paragraph under the caption “Recitals of the Company”.

“Securities Act” means the Securities Act of 1933, as amended and the rules and regulations of the Commission thereunder.

“Significant Subsidiary” has the meaning assigned to it under Rule 405 of the Securities Act.

“Shelf Registration Statement” means any registration statement to be filed by the Company and the Guarantors covering resales by Holders of the Securities and the Common Stock issuable upon conversion of the CODES, as specified in the Registration Rights Agreement.

“Spin-off” has the meaning assigned to it in Section 12.3(d).

“Stated Maturity” has the meaning assigned to it in Section 2.1(b).

“Subsidiary” means a corporation more than 50% of the outstanding Voting Stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries.

“3-month LIBOR” shall have the meaning set forth in the Security attached as Annex A hereto.

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S. Code Section 77aaa-77bbbb), as in effect on the date of this Indenture; provided, however, that in the event the TIA is amended after such date, “TIA” means, to the extent required by such amendment, the Trust Indenture Act of 1939, as so amended, or any successor statute.

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“Trading Day” means:

(1) if the applicable security is listed or admitted for trading on the New York Stock Exchange, a day on which the New York Stock Exchange is open for business;

(2) if that security is not listed on the New York Stock Exchange, a day on which trades may be made on the Nasdaq National Market;

(3) if that security is not so listed on the New York Stock Exchange and not quoted on the Nasdaq National Market, a day on which the principal U.S. securities exchange on which the securities are listed is open for business; or

(4) if the applicable security is not so listed, admitted for trading or quoted, any day other than a Saturday or a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

“Trading Price” of a CODES on any date of determination means:

(1) the average of the secondary market bid quotations per CODES obtained by the Company or the Conversion Agent for $10,000,000 principal amount of the CODES at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company;

(2) if at least three such bids cannot reasonably be obtained by the Company or the Conversion Agent, but two such bids are obtained, then the average of the two bids shall be used;

(3) if only one such bid can reasonably be obtained by the Company or the Conversion Agent, this one bid shall be used; or

(4) if the Company or the Conversion Agent cannot reasonably obtain at least one bid for $10,000,000 principal amount of the CODES from a nationally recognized securities dealer or in the Company’s reasonable judgment, the bid quotations are not indicative of the secondary market value of the CODES, then the trading price of the CODES will equal (i) the then-applicable Conversion Rate of the CODES multiplied by (ii) the Sale Price of the Company’s Common Stock on such determination date.

“Transfer Agent” means Equiserve Trust Company (or any successor thereto).

“Trigger Event” has the meaning specified in Section 12.3(d).

“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 such successor Trustee.

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“Vice President”, when used with respect to the Company, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

“Voting Stock” means with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

Section 1.2. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Securities;

“indenture security holder” means a Holder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Securities means the Company and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meanings assigned to them by such definitions.

Section 1.3. Rules of Construction.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States prevailing at the time of any relevant computation hereunder (“GAAP”);

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

(4) all references to section and article numbers in this Indenture shall refer to sections and articles hereof, unless otherwise specified.

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ARTICLE 2

THE SECURITIES

Section 2.1. Title and Terms.

(a) The CODES shall be designated as the “Floating Rate Senior Convertible Contingent Debt Securities due 2033” of the Company. The aggregate principal amount of CODES which may be authenticated and delivered under this Indenture is limited to $300 million (or up to $345 million if the option set forth in Section 2 of the Purchase Agreement is exercised in full), except for CODES authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other CODES pursuant to Sections 2.7, 2.8, 2.12, 7.5 or 10.7, hereof. The CODES shall be issuable in denominations of $1,000 or integral multiples thereof.

(b) The CODES shall mature on December 15, 2033 (the “Stated Maturity”).

(c) The CODES shall bear Interest from December 17, 2003 until the principal amount thereof is paid or made available for payment, or until such date on which the CODES are converted, redeemed or purchased as provided herein at a per annum rate which will equal 3-month LIBOR, adjusted quarterly by the Calculation Agent in accordance with the Security attached as Annex A hereto, minus a spread of 125 basis points, which spread may be reset upon the occurrence of a Reset Transaction, to, but not including, the effective date of any succeeding Reset Transaction (as adjusted as provided herein and the CODES, the “Interest Rate”). The Interest Rate for the initial interest period commencing on the Closing Date shall be 0.0 (zero). Notwithstanding anything to the contrary contained herein or in the form of Security, the Interest Rate will never be less than zero. Interest shall be payable quarterly in arrears on each Interest Payment Date, commencing March 15, 2004, with interest payable in Dollars to Holders in whose names the CODES are registered at the close of business on the preceding Regular Record Date, except as otherwise provided herein and in the CODES.

(d) In addition, interest (the “Contingent Interest”) will accrue on each CODES during any quarterly interest period commencing with the quarterly interest period beginning December 15, 2009, if the average Trading Prices of a CODES for the five Trading Days ending on the second Trading Day immediately preceding the beginning of the relevant quarterly interest period equals 120% or more of the principal amount of such CODES. The amount of Contingent Interest payable in respect of any quarterly period will equal 0.0625% of the average Trading Price of the CODES over the measuring period triggering the Contingent Interest payment. Upon determination that Holders of CODES will be entitled to receive Contingent Interest during any relevant quarterly interest period, on or prior to the start of the relevant quarterly interest period, the Company shall issue a press release and publish information with respect to any Contingent Interest on its web site. The Company shall pay Contingent Interest, if any, in the same manner as it shall pay Interest pursuant to Section 2.1(c) hereof and the obligations of Holders in respect of the payment of Contingent Interest in connection with the conversion of any CODES will also be the same as described in Section 2.1(f) hereof.

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(e) Interest (including Contingent Interest) on the CODES shall be computed on the basis of the actual number of days for which Interest is payable in the relevant interest period, divided by 360. For purposes of determining the Interest Rate, the Trustee may assume that a Reset Transaction has not occurred unless the Trustee has received an Officers’ Certificate stating that a Reset Transaction has occurred and specifying the Adjusted Spread then in effect.

(f) Interest (including Contingent Interest) shall be due and payable on a CODES as follows:

(1) A registered Holder of any CODES as of the close of business on a Regular Record Date shall be entitled (except as otherwise indicated in this Section 2.1(f)) to receive and shall receive, as the registered Holder as of such Regular Record Date, Interest (including Contingent Interest) on such CODES on the corresponding Interest Payment Date (other than any CODES whose Stated Maturity is prior to such Interest Payment Date).

(2) In the event that a CODES becomes subject to redemption pursuant to Article 10 and the Redemption Date occurs after a Regular Record Date, the Person whose CODES become subject to redemption (and only such Person rather than the Holder as of such Regular Record Date) shall be entitled to receive and shall receive accrued and unpaid Interest (including Contingent Interest) from the preceding Interest Payment Date (or such earlier date on which Interest, including Contingent Interest, if any, was last paid) to but not including the Redemption Date on such CODES, even if such Person is not the Holder of such CODES.

(3) In the event that a CODES becomes subject to purchase pursuant to Article 11, a Holder of any CODES who exercises a repurchase right with respect to such CODES shall be entitled to receive and shall receive Interest (including Contingent Interest) to but not including the applicable purchase date for such CODES, which amount shall be included in the applicable purchase price thereof.

(4) In the event that a CODES is converted pursuant to Article 12, the Holder who converts such CODES on any date other than an Interest Payment Date shall not be entitled to accrued and unpaid Interest (including Contingent Interest) from the preceding Interest Payment Date until the Conversion Date, or otherwise, on such CODES, such amounts being deemed to have been paid by receipt of shares of Common Stock in full rather than canceled, extinguished or forfeited; and, accordingly, a Holder which converts a CODES after a Regular Record Date but prior to the corresponding Interest Payment Date will receive accrued and unpaid Interest (including Contingent Interest) for such period on such Interest Payment Date but will be required to remit to the Company an amount equal to that Interest (including Contingent Interest) at the time such Holder surrenders the CODES for conversion The preceding sentence does not apply, however, to a Holder that converts, after a Regular Record Date for an interest payment date but prior to the corresponding Interest Payment Date, CODES that the Company calls for redemption prior to such conversion on a Redemption Date that is on or prior to the third Business Day after such Interest Payment Date.

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(g) Payment of any principal, Redemption Price, Repurchase Price and Interest and Contingent Interest, if any, on, Global Securities shall be payable by the Company to the Depositary in immediately available funds.

(h) Payment of any principal on Physical Securities shall be made at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest, including Contingent Interest, if any, on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank in The City of New York mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon written application to the Registrar not later than the relevant Regular Record Date by a Holder of a principal amount of Securities in excess of $5,000,000, wire transfer in immediately available funds, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.

(i) The CODES are redeemable at the option of the Company as provided in and subject to Article 10.

(j) The CODES shall be purchased by the Company at the option of Holders as provided in and subject to Article 11.

(k) The CODES shall be convertible at the option of the Holders as provided in and subject to Article 12.

(l) The CODES shall be jointly and severally guaranteed by the Guarantors as provided in Article 13 hereof.

Section 2.2. Form of Securities.

(a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered form without coupons, in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3. The Securities are not issuable in bearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

(b) The Securities are being offered and sold by the Company pursuant to the Purchase Agreement. Securities offered and sold to QIBs in accordance with Rule 144A as provided in the Purchase Agreement, shall be issued initially in the form of one or more permanent global Securities in fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the applicable legends as provided in Section 2.3 (each a “Global Security” and collectively the “Global Securities”). Each Global Security shall be duly executed by the Company and authenticated and delivered by the Trustee, and shall be registered in the name of the Depositary or its nominee and retained by the Trustee, as Custodian, at its Corporate Trust Office. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian, and of the Depositary or its nominee, as hereinafter provided.

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(c) Physical Securities may be exchanged for interests in Global Securities pursuant to Sections 2.8(d) and 2.9(a) only. Physical Securities shall be duly executed by the Company and authenticated and delivered by the Trustee shall be registered, in the case of Physical Securities issued pursuant to Section 2.8(d), in such names as the Depositary shall identify in writing as the beneficial owners of the Securities represented by the Global Security or Global Securities (or any nominee thereof) being exchanged, and, in the case of Physical Securities issued pursuant to Section 2.9(a), in the in the name of the Institutional Accredited Investor purchasing such Security pursuant to Section 2.9(a).

Section 2.3. Legends.

(a) Restricted Securities Legends.

Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i), and each share of Common Stock issued upon conversion of any Security issued hereunder, shall, upon issuance, bear the legend set forth in Section 2.3(a)(ii) (each such legend, a “Restricted Securities Legend”), and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with each share of Common Stock issued upon conversion of such Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, shall be deemed to have agreed to be bound by the restrictions on transfer set forth herein.

As used in Section 2.3(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

(i) Restricted Securities Legend for Securities.

Except as provided in Section 2.3(a)(iii), until two years after the original issuance date of any Security, any certificate evidencing such Security (and all Securities issued in exchange therefor or substitution thereof, other than share of Common Stock, if any, issued upon conversion thereof which shall bear the legend set forth in Section 2.3(a)(ii), if applicable) shall bear a Restricted Securities Legend in substantially the following form:

THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:

(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OR (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”) THAT IS PURCHASING AT LEAST $100,000 IN AGGREGATE PRINCIPAL AMOUNT OF CODES;

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(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT IS PURCHASING CODES IN AN AGGREGATE PRINCIPAL AMOUNT OF AT LEAST $100,000, AND THAT PRIOR TO SUCH TRANSFER, FURNISHES TO THE BANK OF NEW YORK, AS TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND WARRANTIES RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF LETTER CAN BE OBTAINED FROM SUCH TRUSTEE), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(E) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO

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CLAUSE (2)(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE 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. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE (2)(D) OR CLAUSE (2)(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY.

(ii) Restricted Securities Legend for Common Stock Issued Upon Conversion of the Securities.

Until two years after the original issuance date of any Security, any stock certificate representing Common Stock issued upon conversion of such Security shall bear a Restricted Securities Legend in substantially the following form:

THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT UNTIL THE EXPIRATION OF TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE SECURITY UPON THE CONVERSION OF WHICH THE COMMON STOCK EVIDENCED HEREBY WAS ISSUED,

(1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT IS PURCHASING COMMON STOCK WITH A VALUE OF AT LEAST $100,000 AND THAT PRIOR TO SUCH TRANSFER, FURNISHES TO EQUISERVE TRUST COMPANY, AS TRANSFER AGENT (OR ANY SUCCESSOR TRANSFER AGENT, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND WARRANTIES RELATING TO THE RESTRICTIONS ON TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE COMPANY), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION

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STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER;

(2) PRIOR TO ANY SUCH TRANSFER OTHER THAN A TRANSFER PURSUANT TO CLAUSE (1)(E) ABOVE, IT WILL FURNISH TO EQUISERVE TRUST COMPANY (OR ANY SUCCESSOR TRANSFER AGENT, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE 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; AND

(3) IT WILL DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (1)(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE (1)(D) OR CLAUSE (1)(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY UPON THE CONVERSION OF WHICH THE COMMON STOCK EVIDENCED HEREBY WAS ISSUED.

(iii) Removal of the Restricted Securities Legends.

Each Security or share of Common Stock issued upon conversion of any CODES (other than shares of Common Stock issued upon conversion of a CODES that previously were sold pursuant to Rule 144, if available, or pursuant to a registration statement that has been declared effective under the Securities Act and which continues to be effective at the time of such sale) shall bear the applicable Restricted Securities Legend set forth in Section 2.3(a)(i) or 2.3(a)(ii), as applicable, until the earlier of:

(1) the date which is two years after the original issuance date of such Security; and

(2) the date such Security has, or such shares of Common Stock have been sold pursuant to Rule 144, if available, or pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such sale).

The Holder must give notice thereof to the Trustee, as applicable.

In the event Rule 144(k) as promulgated under the Securities Act is amended to shorten the two-year period under Rule 144(k), then, the references in the restrictive legends set

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forth above to “TWO YEARS”, and in the corresponding transfer restrictions described above, the Securities and the shares of Common Stock will be deemed to refer to such shorter period, from and after receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel to that effect. As soon as practicable after the Company knows of the effectiveness of any such amendment to shorten the two-year period under Rule 144(k), unless such changes would otherwise be prohibited by, or would cause a violation of, the U.S. federal securities laws applicable at the time, the Company will provide to the Trustee an Officers’ Certificate and an Opinion of Counsel as to the effectiveness of such amendment and the effectiveness of such change to the restrictive legends and transfer restrictions.

Notwithstanding the foregoing, the Restricted Securities Legend may be removed if there is delivered to the Company such satisfactory evidence, which may include an opinion of independent counsel, as may be reasonably required by the Company that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Securities or Common Stock will not violate the registration requirements of the Securities Act. Upon provision of such satisfactory evidence, the Trustee, at the written direction of the Company, shall authenticate and deliver in exchange for such Securities another Security or Securities having an equal aggregate principal amount that does not bear such legend. If the Restricted Securities Legend has been removed from a Securities as provided above, no other Security issued in exchange for all or any part of such Security shall bear such legend, unless the Company has reasonable cause to believe that such other Security is a “restricted security” within the meaning of Rule 144 and instructs the Trustee in writing to cause a Restricted Securities Legend to appear thereon.

Any Security (or security issued in exchange or substitution thereof) as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the Restricted Securities Legend set forth therein or in Section 2.3(a)(iii) have been satisfied may, upon surrender of such Security for exchange to the Registrar in accordance with the provisions of Section 2.7 hereof, be exchanged for a new Security or Securities, of like tenor and aggregate principal amount which shall not bear the Restricted Securities Legend required by Section 2.3(a)(i).

Any such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the Restricted Securities Legend set forth therein or in Section 2.3(a)(iii) have been satisfied may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the Transfer Agent, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the Restricted Securities Legend required by Section 2.3(a)(ii).

(b) Global Security Legend.

Each Global Security shall also bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR

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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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

(c) Legend for Physical Securities.

Physical Securities, in addition to the legend set forth in Section 2.3(a)(i), if then applicable, will also bear a legend substantially in the following form:

THIS SECURITY WILL NOT BE ACCEPTED IN EXCHANGE FOR A BENEFICIAL INTEREST IN A GLOBAL SECURITY UNLESS THE HOLDER OF THIS SECURITY, SUBSEQUENT TO SUCH EXCHANGE, WILL HOLD EITHER NO SECURITIES OR A MINIMUM AGGREGATE BENEFICIAL INTEREST IN THE SECURITIES OF AT LEAST ONE HUNDRED THOUSAND DOLLARS ($100,000).

(d) Tax Legend.

All Securities, in addition to any other legends required by this Section 2.3, will also bear a legend substantially in the following form:

THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT AND IS SUBJECT TO THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER TREASURY REGULATION § 1.1275-4(b). FOR INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, THE YIELD TO MATURITY, THE COMPARABLE YIELD

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AND PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY, YOU SHOULD SUBMIT A WRITTEN REQUEST FOR IT TO THE COMPANY AT THE COMPANY’S ADDRESS SPECIFIED IN SECTION 9.7 OF THE INDENTURE.

Section 2.4. Execution, Authentication, Delivery and Dating of the Securities.

(a) Two Officers shall execute the Securities on behalf of the Company by manual or facsimile signature. Securities bearing the manual or facsimile signatures of individuals who were at the time of the execution of the Securities the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of authentication of such Securities.

(b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. No Security shall be entitled to any benefit under this Indenture, or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Trustee may appoint an authenticating agent or agents reasonably acceptable to the Company with respect to the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.

(c) Each Security shall be dated the date of its authentication. The Trustee shall authenticate and deliver Securities for original issue upon one or more Company Orders without any further action by the Company. The aggregate principal amount of Securities Outstanding at any time may not exceed $300 million (or up to $345 million if the Initial Purchasers’ option set forth in Section 2 of the Purchase Agreement is exercised in full). In the event that the Initial Purchasers exercise their option subsequent to the Closing Date, the Company may deliver to the Trustee a Company Order authorizing the Trustee to increase the aggregate principal amount of Securities Outstanding evidenced by a global Security, whereupon the Trustee shall make appropriate notation on the Schedule of Increases or Decreases in Global CODES evidencing the issuance by the Company of the additional principal amount of Securities that are the subject of the exercise by the Initial Purchasers of their option.

Section 2.5. Registrar, Paying Agent and Calculation Agent.

The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company

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may appoint one or more co-Registrars and one or more additional Paying Agents for the Securities. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder.

The Company shall also appoint a Calculation Agent to perform the calculations required pursuant to this Indenture and the Securities.

The Company will cause each Paying Agent (other than The Bank of New York) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(1) hold all sums of money or Common Stock held by it for the payment of any amounts due and payable in respect of the Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as provided in this Indenture;

(2) give the Trustee notice of any Default by the Company in the making of any such payment; and

(3) at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar, Paying Agent, or Calculation Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its subsidiaries or the Affiliates of the foregoing shall act:

(1) as Paying Agent in connection with redemptions, offers to purchase and discharges, except as otherwise specified in this Indenture, and

(2) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing.

The Company hereby initially appoints The Bank of New York as Registrar, Paying Agent and Calculation Agent.

Section 2.6. Paying Agent to Hold Assets in Trust.

Not later than 10:00 a.m. (New York City time) on or prior to each due date of payments in respect of any Security, the Company shall deposit with one or more Paying Agents a sum of money in immediately available funds sufficient to make such payments when so becoming due. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company) shall have no further liability for the money so paid over to the Trustee.

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The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the making of payments in respect of the Securities and shall notify the Trustee of any Default by the Company in making any such payment. At any time during the continuance of any such Default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all money so held in trust.

If the Company shall act as a Paying Agent, it shall, prior to or on each such due date, segregate and hold in trust for the benefit of the Holders a sum sufficient with monies held by all other Paying Agents, to pay such amounts so becoming due until such sums shall be paid to such Persons or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act.

Section 2.7. General Provisions Relating to Registration, Transfer and Exchange.

The Securities are issuable only in registered form. A Holder may transfer a Security only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent) and that ownership of a beneficial interest in the Global Security shall be required to be reflected in a book-entry. Notwithstanding the foregoing, in the case of a Restricted Security, a beneficial interest in a Global Security that is transferred in reliance on an exemption from the registration requirements of the Securities Act other than in accordance with Rule 144 or Rule 144A may only be transferred for a Physical Security unless the transferee is the Company or a Subsidiary of the Company.

When Securities are presented to the Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements hereunder for such transactions are met (including that such Securities are duly endorsed or accompanied by a written instrument of transfer duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). Subject to Section 2.4, to permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange or redemption of the Securities, but the Company 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 taxes or other similar governmental charge payable upon issuances pursuant to Section 2.12 and exchanges pursuant to Sections 2.14, 7.5 or 10.7).

Neither the Company nor the Registrar shall be required to exchange or register a transfer of any Securities:

(1) for a period of 15 days prior to the day of mailing of notice of redemption of Securities under Article 10 hereof;

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(2) so selected for redemption or, if a portion of any Security is selected for redemption, such portion thereof selected for redemption; or

(3) surrendered for conversion or, if a portion of any Security is surrendered for conversion, such portion thereof surrendered for conversion.

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 Security (including any transfers between or among Agent Members or beneficial owners of interests in any Global Security) 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.

Section 2.8. Book-Entry Provisions for the Global Securities.

(a) The Global Securities initially shall:

(1) be registered in the name of the Depositary;

(2) be delivered to the Trustee as custodian for such Depositary, for credit to the accounts of the members of, participants in, the Depositary (the “Agent Members”) holding the Securities evidenced thereby, registered with the Depositary for credit to the accounts of the Agent Members then holding such Securities on behalf of Euroclear or Clearstream, as applicable);

(3) bear the Restricted Securities Legend set forth in Section 2.3(a)(i).

Agent Members shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, the Trustee or any agent of the Company or Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and the Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. With respect to any Global Security deposited on behalf of the subscribers for the Securities represented thereby with the Trustee as custodian for the Depositary for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Clearstream, the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations” and “Instructions to Participants” of Clearstream, respectively, shall be applicable to the Global Securities.

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(b) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.

(c) A Global Security may not be transferred, in whole or in part, to any Person other than the Depositary, and no such transfer to any such other Person may be registered. Beneficial interests in a Global Security may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 2.9 hereof.

(d) If at any time:

(1) the Depositary notifies the Company in writing that it is no longer willing or able to continue to act as Depositary for the Global Securities, or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice or cessation;

(2) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Physical Securities under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or

(3) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary for the issuance of Physical Securities in exchange for such Global Security or Global Securities,

then the Depositary shall surrender such Global Security or Global Securities to the Trustee for cancellation and the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and Company Order for the authentication and delivery of Securities (which certificate and order the Company shall promptly deliver to the Trustee), shall authenticate and deliver in exchange for such Global Security or Global Securities, Physical Securities in an aggregate principal amount equal to the aggregate principal amount of such Global Security or Global Securities. Such Physical Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Securities represented by such Global Security or Global Securities (or any nominee thereof).

(e) In connection with any transfer of beneficial interests in a Global Security to the beneficial owners thereof pursuant to Section 2.8(d) hereof, the Registrar shall reflect on its books and records the date and a decrease in the aggregate principal amount of such Global Security in an amount equal to the aggregate principal amount of the beneficial interest in such Global Security to be transferred in the form of Physical Securities.

Section 2.9. Transfer Provisions.

Unless a Security is (i) transferred after the time period referred to in Rule 144(k) under the Securities Act or (ii) sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such sale), the following provisions shall apply to any sale, pledge or other transfer of Securities:

(a) Transfers of securities to an Institutional Accredited Investor that is not a QIB.

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The following provisions shall apply with respect to the registration of any proposed transfer of Securities to an Institutional Accredited Investor that is not a QIB:

(i) The Registrar shall register the transfer if the proposed transferee has delivered to the Trustee (A) a certificate substantially in the form of Exhibit F annexed hereto and (B) such opinion of counsel and other evidence satisfactory to the Company that such transfer is in compliance with the Securities Act, as requested by the Company.

(ii) If the proposed transferor is an Agent Member holding a beneficial interest in Global Securities, upon receipt by the Registrar of the documents required by clause (i) of this Section 2.9(a) and instructions given in accordance with the procedures of Euroclear or Clearstream, if applicable, the Depositary and the Registrar, the Registrar shall reflect on its books and records, and Euroclear or Clearstream, if applicable, or the Registrar shall instruct the Depositary to note or cause to be noted on such Global Securities, the date and a decrease in the principal amount of the Global Securities in an amount equal to the principal amount of the beneficial interest in the Global Securities to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount registered in the name of the transferee.

(iii) If the Securities to be transferred consist of Physical Securities, upon receipt by the Registrar of the documents required by clause (i) of this Section 2.9(a), the Company shall execute and the Trustee shall authenticate and deliver, new Physical Securities registered in the name of the transferee and the Trustee shall cancel the Physical Securities presented for transfer.

(b) Transfer of Securities to a QIB.

The following provisions shall apply with respect to the registration of any proposed transfer of Securities to a QIB:

(i) If the Securities to be transferred consist of a beneficial interest in the Global Securities, the transfer of such interest may be effected only through the book-entry systems maintained by Euroclear and Clearstream, if applicable, and the Depositary.

(ii) If the Securities to be transferred consist of Physical Securities, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating (or has otherwise advised the Company and the Registrar in writing) 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 form of Security stating or has otherwise advised the Company and the Registrar in writing that:

(1) it is purchasing the Securities for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution;

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(2) it and any such account is a QIB within the meaning of Rule 144A;

(3) it is aware that the sale to it is being made in reliance on Rule 144A;

(4) it acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information; and

(5) it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

In addition, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Securities in an amount equal to the aggregate principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

(c) Other Exchanges.

In the event that Global Securities are exchanged for Securities in definitive registered form pursuant to Section 2.8 prior to the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with the provisions of clauses (a) and (b) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A) and such other procedures as may from time to time be adopted by the Company consistent with the provisions of Section 2.3 and the legends set forth therein.

(d) General.

By its acceptance of any Security or shares of Common Stock issuable upon conversion of the Securities bearing the Restricted Securities Legend, each Holder of such Security or shares of Common Stock acknowledges the restrictions on transfer of such Security or shares of Common Stock set forth in this Indenture and agrees that it will transfer such Security and such Common Stock only as provided in this Indenture. The Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer of such Security set forth in this Indenture. The Registrar shall be entitled to receive and conclusively rely on written instructions from the Company verifying that such transfer complies with such restrictions on transfer. In connection with any transfer of Securities, each Holder agrees by its acceptance of the Securities to furnish the Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may conclusively rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

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The Registrar shall retain copies of all certifications, letters, notices and other written communications received pursuant to Section 2.8 hereof or this Section 2.9 in accordance with its customary procedures for the retention of records relating to the transfer of securities. The Company 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.

Section 2.10. 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 and shall otherwise comply with Section 312(a) of the TIA. If the Trustee is not the Registrar, the Company shall furnish to the Trustee prior to or on 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 relating to such Interest Payment Date or request, as applicable.

Section 2.11. Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of the Security or the payment of any Redemption Price or Repurchase Price in respect thereof and Interest (including Contingent Interest) thereon, if any, for any purpose under this Indenture, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 2.12. Mutilated, Destroyed, Lost or Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of like tenor and aggregate principal amount and bearing a number not contemporaneously outstanding.

If there is delivered to the Company and the Trustee

(1) evidence to their satisfaction of the destruction, loss or theft of any Security, and

(2) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of actual notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and, upon request, the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, and bearing a number not contemporaneously outstanding.

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In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay such Security, upon satisfaction of the condition set forth in the preceding paragraph.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section 2.12 in lieu of any destroyed, lost or stolen Security shall constitute an original contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

The provisions of this Section 2.12 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 2.13. Treasury Securities.

In determining whether the Holders of the requisite principal amount of Outstanding Securities are present at a meeting of Holders for quorum purposes or have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such determination as to the presence of a quorum or upon any such request, demand, authorization, direction, notice, consent or waiver, only such Securities of which a Responsible Officer of the Trustee has received written notice and are so owned shall be so disregarded.

Section 2.14. Temporary Securities.

Pending the preparation of Securities in definitive form, the Company may execute and the Trustee shall, upon written request of the Company, authenticate and deliver temporary Securities (printed or lithographed). Temporary Securities shall be issuable in any authorized denomination, and substantially in the form of the Securities in definitive form but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every such temporary Security shall be executed by the Company and authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the Securities in definitive form. Without unreasonable delay, the Company will execute and deliver to the Trustee Securities in definitive form (other than in the case of Securities in global form) and thereupon any or all temporary Securities (other than any such Securities in global form) may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 9.2 and the Trustee shall authenticate and deliver in exchange for such temporary Securities an equal principal amount of Securities in definitive form. Such exchange shall be made by the Company

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at its own expense and without any charge therefor. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Securities in definitive form authenticated and delivered hereunder.

Section 2.15. Cancellation.

All Securities surrendered for payment, redemption, purchase, conversion, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities so delivered shall be canceled promptly by the Trustee, and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. Upon written instructions of the Company, the Trustee shall dispose of canceled Securities in accordance with its procedures for the disposition of cancelled securities in effect as of the date of such disposition. If the Company shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless the same are delivered to the Trustee for cancellation.

Section 2.16. CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and the Trustee shall use CUSIP numbers in notices of redemption or exchange as a convenience to Holders; provided that any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any such notice and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in the CUSIP numbers.

Section 2.17. Defaulted Interest.

If the Company fails to make a payment of principal, Redemption Price, Repurchase Price or Interest (including Contingent Interest) on any CODES when due and payable, it shall pay Interest (including Contingent Interest) on such amounts (to the extent lawful), which shall be calculated using the applicable Interest Rate (such amounts, the “Defaulted Interest”). The Company may elect to pay such Defaulted Interest, plus any other Interest (including Contingent Interest) payable on it, to the Persons who are Holders on which the Interest (including Contingent Interest) is due on a subsequent special record date. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such CODES. The Company shall fix any such special record date and payment date for such payment. At least 15 days before any such special record date, the Company shall mail to Holders affected thereby a notice that states the special record date, the Interest Payment Date and amount to be paid.

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ARTICLE 3

DISCHARGE OF INDENTURE

Section 3.1. Discharge of Liability on Securities. When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.12) for cancellation or (ii) all outstanding Securities have become due and payable at their Stated Maturity or all outstanding Securities have been redeemed and the Company has deposited with the Trustee cash or, in the event of conversions pursuant to Article 12, Common Stock, sufficient to pay all amounts and deliver all Common Stock due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.12) on the date of their Stated Maturity or the Redemption Date, as the case may be, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 5.8, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and Opinion of Counsel and at the cost and expense of the Company.

Section 3.2. Repayment to the Company.

The Trustee and the Paying Agent shall return to the Company upon written request any money or securities held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person and the Trustee and the Paying Agent shall have no further liability to the Holders with respect to such money or securities for that period commencing after the return thereof.

ARTICLE 4

DEFAULTS AND REMEDIES

Section 4.1. Events of Default.

An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) the Company defaults in converting the CODES into shares of Common Stock upon exercise of a Holder’s conversion right;

(b) the Company defaults in the payment of the principal amount, Redemption Price or Repurchase Price (each, a “Defaulted Payment”) on any Outstanding CODES when the same becomes due and payable at its Stated Maturity, upon redemption, repurchase, upon declaration, when due for purchase by the Company or otherwise;

(c) the Company defaults in the payment of an installment of Interest (including Contingent Interest) on any CODES when it becomes due and payable and such default continues for a period of 30 days;

(d) the Company fails to pay Additional Amounts, if any, with respect to any of the CODES for 30 days after the date when due;

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(e) the Company fails to perform or observe any other term, covenant or agreement contained in the Securities or this Indenture and the default continues for a period of 60 days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding CODES;

(f) the Company defaults under any indebtedness for money borrowed by the Company, any Guarantor or any of its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, the aggregate outstanding principal amount of which is in an amount in excess of $25.0 million, for a period of 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of the Outstanding CODES, which default (i) is caused the Company’s failure to pay when due principal or interest on such indebtedness by the end of the applicable grace period, if any, unless such indebtedness is discharged or (ii) results in the acceleration of such indebtedness, unless such acceleration is waived, cured, rescinded or annulled; and

(g) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Company, in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company, under any applicable U.S. federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days;

(h) the commencement by the Company of a voluntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, to the entry of a decree or order for relief in respect of the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company, or the filing by the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, of a petition or answer or consent seeking reorganization or relief under any applicable U.S. federal or state law, or the consent by the Company to the filing of such petition or to the appointment of or the taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, of an assignment for the benefit of creditors, or the admission by the Company or any of its

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Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, expressly in furtherance of any such action; and

(i) except in accordance with Section 13.3 hereof, any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid.

A Default under clause (e) or (f) above is not an Event of Default until the Trustee notifies the Company, or the Holders of at least 25% of the principal amount of the CODES at the time outstanding notify the Company and the Trustee, of the Default and the Company does not cure such Default (and such Default is not waived) within the time specified in clause (e) or (f) above after actual receipt of such notice. Any such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

The Trustee shall, within 90 days of the occurrence of a Default, give to the Holders of the Securities notice of all uncured Defaults known to it and written notice of any event which with the giving of notice or the lapse of time, or both, would become an Event of Default; provided, however, the Trustee shall be protected in withholding such notice if it, in good faith, determines that the withholding of such notice is in the best interest of such Holders, except in the case of a Default in the payment of the Principal of or Interest (including Contingent Interest) on, any of the Securities when due or in the payment of any redemption or Repurchase Right.

Section 4.2. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Outstanding CODES (other than an Event of Default specified in Section 4.1(g) or 4.1(h) hereof) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding CODES, by written notice to the Company, may declare due and payable 100% of the principal amount of all Outstanding CODES, plus any accrued and unpaid Interest (including Contingent Interest), to the date of payment. Upon a declaration of acceleration, such principal amount, and accrued and unpaid Interest (including Contingent Interest) to the date of payment shall be immediately due and payable. If an Event of Default specified in Section 4.1(g) and 4.1(h) occurs, the principal, and accrued and unpaid Interest (including Contingent Interest) on the Outstanding CODES shall become and be immediately due and payable. Once the principal and accrued and unpaid Interest (including Contingent Interest) on the Outstanding CODES shall become and be immediately due and payable, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders at appropriate judicial proceedings.

Section 4.3. Other Remedies.

If an Event of Default with respect to Outstanding CODES occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the Defaulted Payment or Interest (including Contingent Interest) due and payable on the CODES or to enforce the performance of any provision of the Securities.

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The Trustee may maintain a proceeding in which it may prosecute and enforce all rights of action and claims under this Indenture or the Securities, even if it does not possess any of the Securities or does not produce any of them in the proceeding.

Section 4.4. Waiver of Past Defaults.

The Holders, either (a) through the written consent of not less than a majority of the principal amount of the Outstanding CODES, or (b) by the adoption of a resolution, at a meeting of Holders of the Outstanding CODES at which a quorum is present, by the Holders of at least a majority of the principal amount of the Outstanding CODES represented at such meeting, may, on behalf of the Holders of all of the CODES, waive an existing Default or Event of Default, except a Default or Event of Default:

(1) set forth in Sections 4.1(a), (b) and (c), provided, however, that subject to Section 4.7, the Holders of a majority of the principal amount of the Outstanding CODES may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration; or

(2) in respect of a covenant or provision hereof which, under Section 7.2 hereof, cannot be modified or amended without the consent of the Holders of each Outstanding CODES affected;

provided that any such waiver or rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; provided, however, that in the event such declaration of acceleration has been made based on the existence of an Event of Default under Section 4.1(f) and the default with respect to Indebtedness for money borrowed which gave rise to such Event of Default has been remedied, cured or waived, then, without any further action by the Holders, such declaration of acceleration shall be rescinded automatically and the consequences of such declaration shall be annulled. No such rescission or annulment shall affect any subsequent Default or impair any right consequent thereon; and provided, further, that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 4.5. Control by Majority.

The Holders of a majority of the principal amount of the Outstanding CODES (or such lesser amount as shall have acted at a meeting pursuant to the provisions of this Indenture) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that:

(1) conflicts with any law or with this Indenture;

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(2) the Trustee determines may be unduly prejudicial to the rights of the Holders not joining therein; or

(3) may expose the Trustee to personal liability.

The Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Section 4.6. Limitation on Suit.

No Holder of any Security shall have any right to pursue any remedy with respect to this Indenture or the Securities (including, instituting any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver or trustee) unless:

(1) such Holder has previously given written notice to the Trustee of an Event of Default that is continuing;

(2) the Holders of at least 25% of the principal amount of the Outstanding CODES shall have made written request to the Trustee to pursue the remedy;

(3) such Holder or Holders have offered to the Trustee indemnity satisfactory to it against any costs, expenses and liabilities incurred in complying with such request;

(4) the Trustee has failed to comply with the request for 60 days after its receipt of such notice, request and offer of indemnity; and

(5) during such 60-day period, no direction inconsistent with such written request has been given to the Trustee by the Holders of a majority of the principal amount of the Outstanding CODES (or such amount as shall have acted at a meeting pursuant to the provisions of this Indenture);

provided, however, that no one or more of such Holders may use this Indenture to prejudice the rights of another Holder or to obtain preference or priority over another Holder.

Section 4.7. Unconditional Rights of Holders to Receive Payment and to Convert.

Notwithstanding any other provision in this Indenture, the Holder of any CODES shall have the right, which is absolute and unconditional, to receive payment of the principal amount, Redemption Price or Repurchase Price, and Interest (including Contingent Interest) in respect of the CODES held by such Holder, on or after the respective due dates expressed in the CODES or any Redemption Date or Repurchase Date, and to convert the CODES in accordance with Article 12, or to bring suit for the enforcement of any such payment on or after such respective dates or the right to convert, and such rights shall not be impaired or affected adversely without the consent of such Holder.

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Section 4.8. Collection of Indebtedness and Suits for Enforcement by the Trustee.

The Company covenants that if:

(1) a Default or Event of Default is made in the payment of Interest (including Contingent Interest) on any CODES when such Interest (including Contingent Interest) becomes due and payable and such Default or Event of Default continues for a period of 30 days; or

(2) a Default or Event of Default is made in the payment of the principal amount, Redemption Price or Repurchase Price on any CODES when the same becomes due and payable at its Stated Maturity, upon redemption, upon declaration when due for purchase by the Company or otherwise,

then the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such CODES, the entire principal then due and payable (as expressed therein or as a result of any acceleration effected pursuant to Section 4.2 hereof) on such CODES for any such amounts and, to the extent legally enforceable, Interest (including Contingent Interest) on such CODES, and, in addition thereto, 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.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of the Company, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 4.9. Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or the property of the Company or its creditors, the Trustee (irrespective of whether the principal amount, Redemption Price, Repurchase Price or Interest (including Contingent Interest) in respect of the CODES shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any such amount) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(1) to file and prove a claim for the whole amount of the principal amount, Redemption Price, Repurchase Price or Interest (including Contingent Interest) owing and unpaid in respect of the CODES and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders of CODES allowed in such judicial proceeding and

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(2) to collect and receive any monies, Common Stock or other property payable or deliverable on any such claim and to distribute the same,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceedings is hereby authorized by each Holder of CODES 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 of CODES, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 5.8.

Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept, or adopt on behalf of any Holder of a CODES, any plan of reorganization, arrangement, adjustment or composition affecting the CODES or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder of a CODES in any such proceeding.

Section 4.10. Restoration of Rights and Remedies.

If the Trustee or any Holder of a CODES has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders of CODES shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 4.11. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 2.12, no right or remedy conferred in this Indenture upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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Section 4.12. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Securities may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Securities, as applicable.

Section 4.13. Priorities.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee:

FIRST: to the payment of all amounts due to the Trustee under Section 5.8;

SECOND: to Holders for amounts due and unpaid on the Securities for the principal amount, Redemption Price, Repurchase Price or Interest (including Contingent Interest) as applicable, ratably, without preference or priority of any kind, according to such amounts due and payable on the CODES; and

THIRD: any remaining amounts shall be repaid to the Company.

The Trustee may fix a special record date and payment date for any payment to Holders pursuant to this Section 4.13. At least 15 days before such special record date, the Trustee shall mail to each Holder and the Company a notice that states the special record date, the payment date and the amount to be paid.

Section 4.14. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any CODES by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, 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, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% of the principal amount of the Outstanding CODES, or to any suit instituted by any Holder of any CODES for the enforcement of (i) payments pursuant to Section 4.7 repurchase rights in accordance with Article 11 or (ii) conversion rights in accordance with Article 12. This Section 4.14 shall be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 4.15. Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim to take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force,

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which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) 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.

ARTICLE 5

THE TRUSTEE

Section 5.1. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default,

(1) The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture or the TIA, and no implied covenants or obligations shall be read into 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 or opinions furnished to the Trustee and conforming to the requirements of this Indenture; provided, however, that 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 or opinions to determine whether or not, on their face, they conform to the requirements to this Indenture (but need not investigate or confirm the accuracy of any facts stated therein).

(b) In case an Event of Default actually known to a Responsible Officer of the Trustee 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 such person’s own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) This paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 5.1;

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

(3) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with a direction received by it of the Holders of a majority of the principal amount of the Outstanding

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Securities (or such lesser amount as shall have acted at a meeting pursuant to the provisions of this Indenture) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

(d) Whether or not herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 5.1.

(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity reasonably satisfactory to it against any loss, liability, cost or expense (including, without limitation, reasonable fees and expenses of counsel).

(f) The Trustee shall not be obligated to pay interest on any money or other assets received by it unless otherwise agreed in writing with the Company. Assets held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness 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 to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(h) The Trustee shall not be deemed to have notice or actual knowledge of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact a Default is received by the Trustee pursuant to Section 14.2 hereof, and such notice references the Securities and this Indenture.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee hereunder, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Paying Agent, authenticating agent, Calculation Agent, Conversion Agent or Registrar acting hereunder.

(j) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

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Section 5.2. Certain Rights of Trustee.

Subject to the provisions of Section 5.1 hereof and subject to Section 315(a) through (d) of the TIA:

(1) The Trustee may conclusively rely on any 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 the document.

(2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.

(3) The Trustee may act through attorneys and agents and shall be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

(4) The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith that it believed to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, unless the Trustee’s conduct constitutes negligence.

(5) The Trustee may consult with counsel of its selection and the advice of such counsel as to matters of law or legal interpretation shall be full and complete authorization and protection 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.

(6) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(7) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.

Section 5.3. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as such term is defined in Section 310(b) of the TIA), it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as trustee (to the extent permitted under Section 310(b) of the TIA) or resign. Any agent may do the same with like rights and duties. The Trustee is also subject to Sections 5.11 and 5.12 hereof.

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Section 5.4. Money Held in Trust.

Money held by the Trustee in trust hereunder shall not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise expressly agreed in writing with the Company.

Section 5.5. Trustee’s Disclaimer.

The recitals contained herein and in the Securities (except for those in the certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity, sufficiency or priority of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

Section 5.6. Notice of Defaults.

Within 90 days after the occurrence of any Default or Event of Default hereunder of which the Trustee has received written notice, the Trustee shall give notice to Holders, unless such Default or Event of Default shall have been cured or waived; provided, however, that, except in the case of a Default or Event of Default described in Sections 4.1(a) or (b), the Trustee shall be protected in withholding such notice if and so long as Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders. The second sentence of this Section 5.6 shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby expressly excluded from this Indenture, as permitted by the TIA. The Trustee shall not be deemed to have knowledge of a Default unless a Responsible Officer of the Trustee has received written notice of such Default.

Section 5.7. Reports by Trustee to Holders.

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required by Section 313 of the TIA at the times and in the manner provided by the TIA. If required by Section 313(a) of the TIA, the Trustee shall, within 60 days after each September 15 following the date of this Indenture deliver to Holders a brief report, dated as of such September 15, which complies with the provisions of such Section 313(a).

A copy of each report at the time of its mailing to Holders shall be filed with the Commission, if required, and each stock exchange, if any, on which the Securities and the Common Stock are listed. The Company shall promptly notify the Trustee when the Securities or the Common Stock become listed on any stock exchange and of any delisting thereof.

Section 5.8. Compensation and Indemnification.

The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as agreed to in writing by the Trustee and the Company (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including

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the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its negligence or bad faith. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.1, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company also covenants to indemnify the Trustee and its officers, directors, employees and agents for, and to hold such Persons harmless against, any loss, liability or expense incurred by them, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder or the performance of their duties hereunder, including the costs and expenses of defending themselves against or investigating any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) of liability in the premises, except to the extent that any such loss, liability or expense was due to the negligence or willful misconduct of such Persons. The obligations of the Company under this Section 5.8 to compensate and indemnify the Trustee and its officers, directors, employees and agents and to pay or reimburse such Persons for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. Such additional indebtedness shall be a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities, and the Securities are hereby subordinated to such senior claim. “Trustee” for purposes of this Section 5.8 shall include any predecessor Trustee, but the negligence or willful misconduct of any Trustee shall not affect the indemnification of any other Trustee.

Section 5.9. Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 5.9.

The Trustee may resign and be discharged from the trust hereby created by so notifying the Company in writing. The Holders of at least a majority of the principal amount of Outstanding CODES may remove the Trustee by so notifying the Trustee and the Company in writing. The Company must remove the Trustee if:

(i) the Trustee fails to comply with Section 5.11 hereof or Section 310 of the TIA;

(ii) the Trustee becomes incapable of acting;

(iii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; or

(iv) a Custodian or public officer takes charge of the Trustee or its property.

If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Company shall promptly appoint a successor Trustee. The Trustee shall be entitled to payment of its fees and reimbursement of its expenses while acting as

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Trustee. Within one year after the successor Trustee takes office, the Holders of at least a majority of the principal amount of Outstanding CODES may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

Any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee if the Trustee fails to comply with Section 5.11.

If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation or removal, the resigning or removed Trustee, as applicable, may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon 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 under this Indenture. The Company shall issue a notice of the successor Trustee’s succession to the Holders. Upon payment of its charges, the retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject nevertheless to its lien, if any, provided for in Section 5.8 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 5.9 hereof, the Company’s obligations under Section 5.8 hereof shall continue for the benefit of the retiring Trustee with respect to expenses, losses and liabilities incurred by it prior to such replacement.

Section 5.10. Successor Trustee by Merger, Etc.

Subject to Section 5.11 hereof, if the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the successor entity without any further act shall be the successor Trustee as to the Securities.

Section 5.11. Corporate Trustee Required; Eligibility.

The Trustee shall at all times satisfy the requirements of Section 310(a)(1), (2) and (5) of the TIA. The Trustee shall at all times have (or, in the case of a corporation included in a bank holding company system, the related bank holding company shall at all times have), a combined capital and surplus of at least $50 million as set forth in its (or its related bank holding company’s) most recent published annual report of condition. The Trustee is subject to Section 310(b) of the TIA.

Section 5.12. Collection of Claims Against the Company.

The Trustee is subject to Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated therein.

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ARTICLE 6

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 6.1. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless:

(1) in the event that the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia;

(2) in the event that the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the entity surviving such transaction or transferee entity is not the Company, then such surviving or transferee entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of all and any amounts when due on all the CODES and the performance of every covenant of this Indenture and the CODES on the part of the Company to be performed or observed and shall have provided for conversion rights provided in Article 12;

(3) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

(4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 6.2. Successor Corporation Substituted.

Upon any consolidation or merger by the Company with or into any other corporation or any conveyance, transfer or lease of the properties and assets of the Company

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substantially as an entirety to any Person, in accordance with Section 6.1 hereof, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein. In the event of any such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the “Company” in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 6.1 hereof), except in the case of a lease to another Person, the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities and may be dissolved and liquidated.

ARTICLE 7

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 7.1. Without Consent of Holders of CODES.

Without the consent of any Holders of Securities, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to:

(a) add to the covenants of the Company and the Guarantors for the benefit of the Holders of CODES;

(b) surrender any right or power herein conferred upon the Company or the Guarantors, as the case may be;

(c) provide for conversion rights of Holders of CODES if any reclassification or change of the Company’s Common Stock or any consolidation, merger or sale of all or substantially all of the Company’s assets occurs;

(d) provide for the assumption of the Company’s obligations to the Holders of CODES in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article 6 hereof;

(e) reduce the Conversion Price; provided, however, that such reduction in the Conversion Price shall not adversely affect the interests of the Holders of CODES (after taking into account tax and other consequences of such reduction);

(f) comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;

(g) make any changes or modifications to this Indenture necessary in connection with the registration of any Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided, however, that such action pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders in any material respect;

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(h) cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; provided, however, that such action pursuant to this clause (h) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect;

(i) add Guarantees with respect to the CODES; and

(j) add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders of CODES.

Section 7.2. With Consent of Holders of CODES.

Except as provided below in this Section 7.2, this Indenture or the Securities may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Securities may be waived, in each case (i) with the written consent of the Holders of at least a majority of the principal amount of the Outstanding CODES or (ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding CODES at which a quorum is present, by the Holders of a majority of the principal amount of the Outstanding CODES represented at such meeting.

Without the written consent or the affirmative vote of each Holder of CODES affected thereby, an amendment or waiver under this Section 7.2 may not:

(a) change the Stated Maturity of the principal amount of, or any installment of Interest (including Contingent Interest) on, any Security;

(b) reduce the principal amount, Redemption Price or Repurchase Price of, or accrued Interest (including accrued Contingent Interest and Additional Amounts) on, any CODES;

(c) impair or adversely affect the conversion rights as provided in Article 12 of any Holders of CODES;

(d) impair or adversely affect the rights of any Holder of the CODES with respect to the Guarantees;

(e) change the currency of any amount owed or owing under the CODES or any interest thereon from U.S. Dollars;

(f) alter or otherwise modify the manner of calculation the Interest Rate on any CODES, or extend time for payment of any amounts due and payable (including Contingent Interest) to the Holders of the CODES;

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(g) impair or adversely affect the right of any Holder to institute suit for the enforcement of any payment in or with respect to any CODES;

(h) modify the obligation of the Company to maintain an office or agency in The City of New York pursuant to Section 9.2;

(i) impair or adversely affect the repurchase right of the Holders of the CODES as provided in Article 11 or the right of the Holders of the CODES to convert any CODES as provided in Article 12;

(j) modify the provisions of Article 10 in a manner adverse to the Holders of the CODES;

(k) modify any of the provisions of this Section, or reduce the percentage of voting interests required to waive a default, except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding CODES affected thereby; or

(l) reduce the requirements of Section 8.4 hereof for quorum or voting, or reduce the percentage of the principal amount of the Outstanding CODES the consent of whose Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver provided for in this Indenture.

It shall not be necessary for any Act of Holders of CODES under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 7.3. Compliance with Trust Indenture Act.

Every amendment to this Indenture or the Securities shall be set forth in a supplemental indenture that complies with the TIA as then in effect.

Section 7.4. Revocation of Consents and Effect of Consents or Votes.

Until an amendment, supplement or waiver becomes effective, a written consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a CODES or portion of a CODES that evidences the same debt as the consenting Holder’s CODES, even if notation of the consent is not made on any CODES; provided, however, that unless a record date shall have been established, any such Holder or subsequent Holder may revoke the consent as to its CODES or portion of a CODES if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective.

An amendment, supplement or waiver becomes effective on receipt by the Trustee of written consents from or affirmative votes by, as applicable, the Holders of the requisite percentage of the principal amount of the Outstanding CODES, and thereafter shall bind every Holder of CODES; provided, however, if the amendment, supplement or waiver makes a change described in any of the clauses (a) through (l) of Section 7.2, the amendment, supplement or waiver shall bind only each Holder of a CODES which has consented to it or voted for it, as applicable, and every subsequent Holder of a CODES or portion of a CODES that evidences the same indebtedness as the CODES of the consenting or affirmatively voting Holder, as applicable.

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Section 7.5. Notation on or Exchange of CODES.

If an amendment, supplement or waiver changes the terms of a CODES:

(a) the Trustee may require the Holder of a CODES to deliver such CODES to the Trustee, the Trustee may place an appropriate notation on the CODES about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any CODES thereafter authenticated; or

(b) if the Company or the Trustee so determines, the Company in exchange for the CODES shall issue and the Trustee shall authenticate a new CODES that reflects the changed terms.

Failure to make the appropriate notation or issue a new CODES shall not affect the validity and effect of such amendment, supplement or waiver.

Section 7.6. Trustee to Sign Amendment, Etc.

The Trustee shall sign any amendment authorized pursuant to this Article 7 if the Trustee reasonably determines the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If the Trustee reasonably determines the amendment does adversely affect the rights, duties, liabilities or immunities of the Trustee, the Trustee may but need not sign it. In signing or refusing to sign any amendment hereunder, the Trustee shall be entitled to receive and shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that such amendment is authorized or permitted by this Indenture and that all conditions precedent relating thereto have been complied with.

ARTICLE 8

MEETING OF HOLDERS OF CODES

Section 8.1. Purposes for Which Meetings May Be Called.

A meeting of Holders of CODES may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of CODES.

Section 8.2. Call Notice and Place of Meetings.

(a) The Trustee may at any time call a meeting of Holders of CODES for any purpose specified in Section 8.1, to be held at such time and at such place in The City of New York as the Trustee may determine. Notice of every meeting of Holders of CODES, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 14.2, not less than 21 nor more than 180 days prior to the date fixed for the meeting.

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(b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the principal amount of the Outstanding CODES shall have requested the Trustee to call a meeting of the Holders of CODES for any purpose specified in Section 8.1 hereof, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of CODES in the amount specified, as applicable, may determine the time and the place in The City of New York for such meeting and may call such meeting for such purposes by giving notice thereof as provided in paragraph (a) of this Section 8.2.

Section 8.3. Persons Entitled to Vote at Meetings.

To be entitled to vote at any meeting of Holders of CODES, a Person shall be (a) a Holder of one or more Outstanding CODES, or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding CODES by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

Section 8.4. Quorum; Action.

The Persons entitled to vote a majority of the principal amount of the Outstanding CODES shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of CODES, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.2(a), except that such notice need be given only once and not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding CODES which shall constitute a quorum.

Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the Persons entitled to vote 25% of the principal amount of the Outstanding CODES at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting.

At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters (except as limited by Section 7.2) shall be effectively passed and decided if passed or decided by the Persons entitled to vote not less than a majority of the principal amount of Outstanding CODES represented and voting at such meeting.

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Any resolution passed or decisions taken at any meeting of Holders of CODES duly held in accordance with this Section shall be binding on all the Holders of CODES, whether or not present or represented at the meeting.

Section 8.5. Determination of Voting Rights; Conduct and Adjournment of Meetings.

(a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of CODES in regard to proof of the holding of CODES and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of CODES shall be proved in the manner specified in Section 14.4 hereof and the appointment of any proxy shall be proved in the manner specified in Section 14.4 hereof. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 14.4 hereof or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Company or by Holders of CODES as provided in Section 8.2(b), in which case the Company or the Holders of CODES calling the meeting, as applicable, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority of the principal amount of the Outstanding CODES represented at the meeting.

(c) At any meeting, each Holder of a CODES or proxy shall be entitled to one vote for each $1,000 principal amount of CODES held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any CODES challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a CODES or proxy.

(d) Any meeting of Holders of CODES duly called pursuant to Section 8.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority of the principal amount of the Outstanding CODES represented at the meeting, and the meeting may be held as so adjourned without further notice.

Section 8.6. Counting Votes and Recording Action of Meetings.

The vote upon any resolution submitted to any meeting of Holders of CODES shall be by written ballots on which shall be subscribed the signatures of the Holders of CODES or of their representatives by proxy and the principal amount and serial numbers of the Outstanding CODES held or represented by them. The permanent chairman of the meeting shall

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appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of CODES shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 8.2 and, if applicable, Section 8.4. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

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ARTICLE 9

COVENANTS

Section 9.1. Payment of Principal, Redemption Price, Repurchase Price and Interest.

The Company will duly and punctually pay the principal amount, Redemption Price, Repurchase Price or Interest (including Contingent Interest and Additional Amounts) on the CODES when and if at any time any such foregoing amounts are due and payable in accordance with the terms of the CODES and this Indenture. The Company will deposit or cause to be deposited with the Trustee as directed by the Trustee the amount payable in immediately available funds, no later than the day of the Stated Maturity of any CODES, the date of any installment of Interest (including Contingent Interest) or any other date such payment is otherwise due.

Section 9.2. Maintenance of Offices or Agencies.

The Company hereby appoints the Trustee’s Corporate Trust Office as its office in the Borough of Manhattan, The City of New York, where CODES may be:

(i) presented or surrendered for payment;

(ii) surrendered for registration of transfer or exchange;

(iii) surrendered for conversion;

and where notices and demands to or upon the Company in respect of the CODES and this Indenture may be served.

The Company will maintain in The City of New York, an office or agency where CODES may be presented or surrendered for payment, where CODES may be surrendered for registration of transfer or exchange, where CODES may be surrendered for conversion and where notices and demands to or upon the Company in respect of the CODES and this Indenture may be served. The Company will give prompt written notice to the Trustee, and notice to the Holders in accordance with Section 14.2 hereof, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency.

If at any time the Company shall fail to maintain any such required office or agency in The City of New York, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made at, and notices and demands may be served on, the Corporate Trust Office of the Trustee.

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Section 9.3. Corporate Existence.

Subject to Article 6 hereof, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises of the Company and each Subsidiary; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine in good faith that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect to the Holders.

Section 9.4. Reports.

(a) The Company, shall deliver to the Trustee within 15 days after it files them with the Commission copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee any materials for which the Company has sought and received confidential treatment by the Commission. The Company also shall comply with the other provisions of Section 314(a) of the TIA. 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 herein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

(b) If at any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a Holder of a CODES, the Company, will promptly furnish or cause to be furnished to such Holder or to a prospective purchaser of such CODES designated by such Holder, as applicable, the information, if any, required to be delivered by it pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with the resale of such CODES; provided, however, that the Company shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of the date such security was last acquired from the Company or an “affiliate” (as defined under Rule 144 under the Securities Act) of the Company.

Section 9.5. Compliance Certificate.

The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers’ Certificate, one of the signatories of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, stating that in the course of the performance by the signers of their duties as Officers of the Company, they would normally have knowledge of any failure by the Company to comply with all conditions, or Default by the Company with respect to any covenants, under this Indenture, and further stating whether or not they have knowledge of any such failure or Default and, if so, specifying each such failure or Default and the nature thereof. In the event an Officer of the Company comes to have actual knowledge of a Default, regardless of the date, the Company shall deliver an Officers’ Certificate to the Trustee within five Business Days of obtaining such actual knowledge specifying such Default, its status and what action the Company is taking or proposes to take with respect thereto.

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Section 9.6. Resale of Certain CODES.

During the period of two years after the last date of original issuance of any CODES, the Company shall not, and shall not permit any of its “affiliates” (as defined under Rule 144 under the Securities Act) to, resell any CODES, or shares of Common Stock issuable upon conversion of the CODES, which constitute “restricted securities” under Rule 144, that are acquired by any of them within the United States or to “U.S. persons” (as defined in Regulation S) except pursuant to an effective registration statement under the Securities Act or an applicable exemption therefrom. The Trustee shall have no responsibility or liability in respect of the Company’s performance of its agreement in the preceding sentence.

Section 9.7. Tax Treatment of CODES.

The Company agrees, and by acceptance of beneficial ownership interest in the CODES each beneficial holder of CODES will be deemed to have agreed, for United States federal income tax purposes (1) to treat the CODES as indebtedness that is subject to Treas. Reg. Sec. 1.1275-4 (the “Contingent Payment Regulations”) and, for purposes of the Contingent Payment Regulations, to treat the fair market value of any stock beneficially received by a beneficial holder upon any conversion of the CODES as a contingent payment and (2) to be bound by the Company’s determination of the “comparable yield” and “projected payment schedule,” within the meaning of the Contingent Payment Regulations, with respect to the CODES. A Holder of CODES may obtain the amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule by submitting a written request for it to the Company at the following address: Apogent Technologies Inc., 30 Penahallow Street, Portsmouth, New Hampshire 03801, Attention: Investor Relations.

Section 9.8. Shelf Registration Statement.

After the date of this Indenture and prior to the date upon which the Company is no longer required to keep the Shelf Registration Statement effective under the Registration Rights Agreement, on or before every Roll-up Date, the Company and the Guarantors shall file a new Shelf Registration Statement, as specified in the Registration Rights Agreement.

ARTICLE 10

REDEMPTION OF CODES

Section 10.1. Optional Redemption.

(a) At any time on or after March 15, 2010, except for CODES that it is required to purchase pursuant to Section 11.1 or required to convert pursuant to Section 12.1, the Company may, at its option, redeem the CODES in whole at any time or in part from time to time, on any date prior to the Stated Maturity of such CODES, upon notice as set forth in Section 10.4, at the Redemption Price.

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(b) If the Company exercises its option to redeem the CODES pursuant to this Section 10.1, a Holder may nevertheless exercise its right to have its CODES purchased pursuant to Section 11.1, if applicable, or to convert such CODES pursuant to Article 12, in each case, until the close of business two Business Days immediately preceding Redemption Date.

(c) The Company shall pay to the Holder of the CODES called for redemption (including those CODES which are converted into Common Stock after the date the notice of the redemption is mailed and prior to the Redemption Date) any Interest (including Contingent Interest) accrued but not paid to, but excluding, the Redemption Date pursuant to Section 2.1(f); provided, however, that if the Redemption Date is an Interest Payment Date, the Company shall pay the Interest (including Contingent Interest) to the Holder of the CODES on the relevant Regular Record Date.

Section 10.2. Notice to Trustee.

If the Company elects to redeem CODES pursuant to the provisions of Section 10.1 hereof (such election to be ordered by a Board Resolution), it shall notify the Trustee at least 60 days prior to the intended Redemption Date (unless a shorter notice shall be satisfactory to the Trustee) of (i) such intended Redemption Date, (ii) the principal amount of CODES to be redeemed and (iii) the CUSIP numbers of the CODES to be redeemed.

Section 10.3. Selection of CODES to Be Redeemed.

If fewer than all the CODES are to be redeemed, the Trustee shall select the particular CODES to be redeemed from the Outstanding CODES by a method that complies with the requirements of any exchange on which the CODES are listed, or, if the CODES are not listed on an exchange, on a pro rata basis or by lot or in accordance with any other method the Trustee considers fair and appropriate. The Trustee may select for redemption portions of the principal amount of CODES that have denominations larger than $1,000.

CODES and portions thereof that the Trustee selects shall be in principal amounts in integral multiples of $1,000. Provisions of this Indenture that apply to CODES called for redemption also apply to portions of CODES called for redemption. The Trustee shall notify the Company promptly of the CODES or portions of CODES to be redeemed.

The Trustee shall promptly notify the Company and the Registrar in writing of the CODES selected for redemption and, in the case of any CODES selected for partial redemption, the principal amount thereof to be redeemed.

If any CODES selected for partial redemption is converted or elected to be purchased in part before termination of the conversion right or repurchase right with respect to the portion of the CODES so selected, the converted or purchased portion of such CODES shall be deemed to be the portion selected for redemption; provided, however, that the Holder of such CODES so converted or purchased and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion or purchase of such CODES subject to Section 2.1(f). CODES which have been converted or purchased during a selection of CODES to be redeemed may be treated by the Trustee as Outstanding for the purpose of such selection.

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For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of CODES shall relate, in the case of any CODES redeemed or to be redeemed only in part, to the portion of the principal amount of such CODES which has been or is to be redeemed.

Section 10.4. Notice of Redemption.

Notice of redemption shall be given in the manner provided in Section 14.2 to the Holders of CODES to be redeemed. Such notice shall be given not less than 20 nor more than 60 days’ prior to the intended Redemption Date.

All notices of redemption shall state:

(1) such intended Redemption Date;

(2) the Redemption Price and Interest (including Contingent Interest) accrued and unpaid to, but excluding, the Redemption Date, if any;

(3) if fewer than all the Outstanding CODES are to be redeemed, the principal amount of CODES to be redeemed and the principal amount of CODES which will be Outstanding after such partial redemption;

(4) that on the Redemption Date, the Redemption Price and Interest (including Contingent Interest) accrued and unpaid to, but excluding, the Redemption Date, if any, will become due and payable, and will cease to accrue, upon each such CODES to be redeemed;

(5) the Conversion Price, the date on which the right to convert the principal of the CODES to be redeemed will terminate and the places where such CODES may be surrendered for conversion;

(6) the place or places where such CODES are to be surrendered for payment of the Redemption Price and accrued and unpaid Interest (including Contingent Interest); and

(7) the CUSIP number of the CODES.

The notice given shall specify the last date on which exchanges or transfers of CODES may be made pursuant to Section 2.7, and shall specify the serial numbers of CODES and the portions thereof called for redemption.

Notice of redemption of CODES to be redeemed at the election of the Company shall be given by the Company or, at the Company’s written request delivered at least 20 days prior to the date of the mailing of such Notice (unless a shorter period shall be acceptable to the Trustee), by the Trustee in the name of and at the expense of the Company.

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Section 10.5. Effect of Notice of Redemption.

Notice of redemption having been given as provided in Section 10.4 hereof, the CODES so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued and unpaid Interest (including Contingent Interest)) such CODES shall cease to bear Interest (including Contingent Interest). Upon surrender of any such CODES for redemption in accordance with such notice, such CODES shall be paid by the Company at the Redemption Price; provided, however, the installments of Interest (including Contingent Interest) on CODES whose Stated Maturity is prior to or on the Redemption Date shall be payable to the Holders of such CODES, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date.

If any CODES called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear Interest (including Contingent Interest) from the Redemption Date at the Interest Rate.

Section 10.6. Deposit and Payment of Redemption Price.

Prior to or by 10:00 a.m. (New York City time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.6) an amount of money in immediately available funds sufficient to pay the Redemption Price, and accrued and unpaid Interest (including Contingent Interest) in respect of all the CODES to be redeemed on that Redemption Date from the last Interest Payment Date to but not including the Redemption Date, other than any CODES called for redemption on that date which have been converted prior to the date of such deposit, and accrued and unpaid Interest (including Contingent Interest) on such CODES. The Trustee and Paying Agent shall then cause such funds to be paid to the Holders of the CODES being redeemed in accordance with this Article.

If any CODES delivered for redemption shall not be so redeemed by payment to the Holders thereof on the Redemption Date, the principal amount of such CODES shall, until it is redeemed, bear Interest (including Contingent Interest) on the Redemption Date to but not including the actual date of redemption at the applicable Interest Rate, and each such CODES shall remain convertible into shares of Common Stock pursuant to Article 12 until such CODES shall have been so redeemed.

If any CODES called for redemption is converted, any money deposited with the Trustee or with a Paying Agent or so segregated and held in trust for the redemption of such CODES shall (subject to any right of the Holder of such CODES or any Predecessor Security to receive Interest (including Contingent Interest) as provided in Section 2.1(f)) be paid to the Company upon request by the Company or, if then held by the Company, shall be discharged from such trust.

Section 10.7. CODES Redeemed in Part.

Any CODES which is to be redeemed only in part shall be surrendered at an office or agency of the Company designated for that purpose pursuant to Section 9.2 hereof

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(with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such CODES without service charge, a new CODES of any authorized denomination as requested by such Holder in principal amount equal to and in exchange for the unredeemed portion of the CODES so surrendered.

ARTICLE 11

REPURCHASE AT THE OPTION OF HOLDERS

Section 11.1. Repurchase Rights.

(a) Optional Put.

On December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024 and December 15, 2029 (each, an “Optional Repurchase Date”), each Holder shall have the right (each, an “Optional Repurchase Right”), at the Holder’s option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s CODES not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single CODES may be repurchased in part unless the portion of the principal amount of such CODES to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), at a purchase price in cash equal to 100% of the principal amount of the CODES to be repurchased plus accrued and unpaid Interest, including Contingent Interest, if any, on such Optional Repurchase Date (the “Optional Repurchase Price”).

(b) Change of Control Put.

In the event that a Change in Control shall occur, each Holder shall have the right (each, a “Change of Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option, but subject to the provisions of Section 11.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s CODES not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single CODES may be repurchased in part unless the portion of the principal amount of such CODES to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), on the date (the “Change of Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”) that is a Business Day 30 days after the date of the Company Notice at a purchase price in cash equal to 100% of the principal amount of the CODES to be repurchased (the “Change of Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date; provided, however, that installments of Interest (including Contingent Interest) on CODES whose Stated Maturity is prior to or on the Change of Control Repurchase Date shall be payable to the Holders of such CODES, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to terms and the provisions of Section 2.1 hereof.

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Section 11.2. Company Notice.

In the case of an Optional Repurchase Right, no later than 20 Business Days prior to each Optional Repurchase Date and in the case of a Change of Control Repurchase Right, no later than 30 days after the occurrence of a Change of Control, the Company shall mail a written notice (the “Company Notice”) by first-class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law) pursuant to Section 14.2. The Company Notice shall include a form of notice (the “Repurchase Notice”) to be completed by the Holder and delivered to the Paying Agent pursuant to Section 11.3(b), and shall state the following:

(i) that it is a Company Notice pursuant to this Section;

(ii) in the case of a Change of Control Repurchase Right, the events causing a Change of Control and the date of such Change of Control;

(iii) the procedures with which such Holder must comply to exercise its right to have its CODES purchased pursuant to Section 11.1(a) or 11.1(b), including the date by which the completed Repurchase Notice pursuant to Section 11.3(b) and the CODES the Holder elects to have repurchased pursuant to Section 11.1(a) or 11.1(b) must be delivered to Paying Agent in order to have such CODES purchased by the Company pursuant to Section 11.1(a) or 11.1(b), as the case may be, the name and address of the Paying Agent and that the CODES as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms of the Indenture, the Holder’s conversion rights pursuant to Article 12, and the Conversion Rate then in effect and any adjustments thereto;

(iv) the Repurchase Date and the Repurchase Price;

(v) that, unless the Company defaults in making payment of such Repurchase Price, Interest (including Contingent Interest) on the CODES surrendered for purchase by the Company will cease to accrue on and after Repurchase Date; and

(vi) the CUSIP number of the CODES.

No failure by the Company to give the foregoing Company Notice shall limit any Holder’s right to exercise its rights pursuant to Section 11.1(a) or 11.1(b) or affect the validity of the proceedings for the purchase of its CODES hereunder.

Section 11.3. Delivery of Repurchase Notice; Forms of Repurchase Notice; Withdrawal of Repurchase Notice.

(a) Delivery of Repurchase Notice.

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The Company shall deliver to all Holders (and beneficial holders of the CODES) a form of Repurchase Notice, which with respect to Holders repurchase rights set forth in Section 11.1(a) or 11.1(b), as the case may be, shall be delivered to such Holders at least 20 Business Days prior to the Repurchase Date and, as set forth in Section 11.2 shall be included in the Company Notice; provided that the delivery of such form of Repurchase Notice to the Holders shall be made in the Company’s name and at the Company’s expense and the text of such form of Repurchase Notice, shall be prepared by the Company pursuant to Section 11.2.

(b) Form of Repurchase Notice.

The form of Repurchase Notice shall provide instructions regarding procedures with which holders must comply to exercise their rights pursuant to Section 11.1 and the completion of the Repurchase Notice and also shall state:

(1) that it is the Repurchase Notice pursuant to Sections 11.2 and 11.3 of the Indenture and must be completed by the Holder and delivered to the Paying Agent (and any beneficial holder of securities), together with the delivery of the Holder’s CODES for which the Holder will exercise its repurchase rights pursuant to Section 11.1, for such holder to receive the Repurchase Price;

(2) the name and address of the Paying Agent to, and the date by, which the completed Repurchase Notice and CODES must be delivered in order for the holder to receive the applicable Repurchase Price;

(3) the portion of the principal amount of the CODES which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof;

(4) any other procedures then applicable that the Holder must follow to exercise rights under Article 11 and a brief description of those rights;

(5) the Repurchase Date and the Repurchase Price;

(6) the procedures with which such Holder must comply to exercise its right to have its CODES purchased pursuant to Section 11.1, including the date by which the completed Repurchase Notice pursuant to Section 11.3 and the CODES the Holder elects to have purchased pursuant to Section 11.1 must be delivered to Paying Agent in order to have such CODES purchased by the Company pursuant to Section 11.1, the name and address of the Paying Agent and that the CODES as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms of the Indenture, the Holder’s conversion rights pursuant to Article 12, the Conversion Rate then in effect and any adjustments thereto;

(7) the Holder’s right to withdraw a completed and delivered Repurchase Notice, the procedures for withdrawing a Repurchase Notice, pursuant to clause (c) below and that CODES as to which a completed and delivered Repurchase Notice may be converted, if they are convertible only in accordance with Article 12, if the applicable completed and delivered Repurchase Notice has been withdrawn;

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(8) that, unless the Company defaults in making payment on CODES for which a Repurchase Notice has been submitted, Interest (including Contingent Interest) on such CODES will cease to accrue on the Repurchase Date; and

(9) the CUSIP number of the CODES.

(c) Withdrawal of Repurchase Notice.

Notwithstanding anything herein to the contrary, any Holder which has delivered a completed Repurchase Notice to the Paying Agent shall have the right to withdraw such Repurchase Notice, as applicable, by delivery of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice at any time prior to the close of business on the day immediately preceding the Repurchase Date specifying:

(1) the certificate number, if any, of the CODES in respect of which such notice of withdrawal is being submitted;

(2) the principal amount of the CODES with respect to which such notice of withdrawal is being submitted; and

(3) the principal amount, if any, of such CODES which remains subject to the original Repurchase Notice and which has been or will be delivered for purchase by the Company.

(d) The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

Section 11.4. Exercise of Repurchase Rights.

(a) To exercise an Optional Repurchase Right pursuant to Section 11.1(a), a Holder must deliver to the Trustee at its offices no later than the close of business on the third Business Day prior to the Optional Repurchase Date the following:

(i) a completed Repurchase Notice for Optional Repurchase Rights, the form of which is contained in Exhibit C hereto; and

(ii) the CODES or cause such CODES to be delivered through the facilities of the Depositary, as applicable, with respect to which the repurchase right is being exercised, with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer, in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing.

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(b) To exercise a Change of Control Repurchase Right pursuant to Section 11.1(b), a Holder must deliver to the Trustee at its offices on or prior to the close of business on the Business Day prior to the Change of Control Repurchase Date the following:

(i) a completed Repurchase Notice for Change of Control Repurchase Rights, the form of which is contained in Exhibit D hereto; and

(ii) the CODES or cause such CODES to be delivered through the facilities of the Depositary, as applicable, with respect to which the repurchase right is being exercised, with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer, in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing.

Section 11.5. Deposit and Payment of the Applicable Repurchase Price.

(a) If a Holder has exercised its rights pursuant to Section 11.1(a) or 11.1(b) and has satisfied the conditions for the exercise of such rights in accordance with Section 11.4(a) or 11.4(b), as the case may be, then the Company shall, prior to 10:00 a.m. (New York City time) on the applicable Repurchase Date deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.5) an amount of money in immediately available funds if deposited on such Business Day sufficient to pay the aggregate Repurchase Price of all the CODES or portions thereof which are to be purchased on such applicable Repurchase Date, and the Trustee or Paying Agent, as applicable shall pay the Holder the Repurchase Price multiplied by the principal amount of CODES for which such rights were exercised on the applicable Repurchase Date.

(b) There shall be no purchase of any CODES pursuant to Section 11.1(a) or 11.1(b) if there has occurred (prior to, on or after, as applicable, the giving, by the Holders of such CODES, of the required Repurchase Notice) and is continuing an Event of Default (other than a default in the payment of the Repurchase Price with respect to such CODES). The Paying Agent will promptly return to the respective Holders thereof any CODES (x) with respect to which a Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such Securities) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

(c) If any CODES delivered for purchase pursuant to Section 11.1(a) or 11.1(b) shall not be so paid on the Repurchase Date, the principal amount of such CODES shall, until it is paid, bear Interest (including Contingent Interest) from the purchase date to but not including the date of actual payment hereunder at the applicable Interest Rate, and each such CODES shall remain convertible into shares of Common Stock pursuant to Article 12 until such CODES shall have been paid.

Section 11.6. Effect of Delivery of Repurchase Notice and Purchase.

(a) Upon receipt by the Paying Agent of a Repurchase Notice, the Holder of the CODES in respect of which such Repurchase Notice was delivered shall (unless such

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Repurchase Notice is withdrawn pursuant to Section 11.3(c)) thereafter be entitled to receive solely the Repurchase Price with respect to such CODES, and, if applicable, any accrued and unpaid Interest (including Contingent Interest) pursuant to Section 2.1(f). CODES in respect of which a Repurchase Notice has been delivered by the Holder thereof may not be converted pursuant to Article 12 on or after the date of the delivery of such Repurchase Notice unless such Repurchase Notice which has been completed and delivered to the Paying Agent has first been validly withdrawn pursuant to Section 11.3(c).

(b) All CODES delivered for purchase shall be canceled by the Trustee or Paying Agent, as applicable.

Section 11.7. Physical Securities Purchased in Part.

Any Physical Security which is to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such CODES, without service charge, new CODES, of any authorized denomination as requested by such Holder in principal amount equal to, and in exchange for, the portion of the principal amount of the CODES so surrendered which is not purchased.

Section 11.8. Covenant to Comply With Securities Laws Upon Repurchase of Securities.

When complying with the provisions of this Article 11 (if such offer or purchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), the Company shall (a) comply with Rule 13e-4 and Rule 14e-1 under the Exchange Act, (b) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and (c) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 11 to be exercised in the time and in the manner specified in this Article 11.

Section 11.9. Repayment to the Company.

The Trustee and the Paying Agent shall return to the Company upon written request any cash that remains unclaimed, together with interest or dividends, if any, thereon (subject to the provisions of Section 5.4), held by them for the payment of the Repurchase Price; provided, however, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 11.5 exceeds the aggregate Repurchase Price of the CODES or portions thereof which the Company is obligated to purchase on the purchase date then, unless otherwise agreed in writing with the Company, promptly after the Business Day following such purchase date, the Trustee or Paying Agent, as applicable, shall return any such excess to the Company together with interest or dividends, if any, thereon, subject to the provisions of Section 5.4.

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ARTICLE 12

CONVERSION OF SECURITIES

Section 12.1. Conversion Privilege.

(a) Subject to and upon compliance with the provisions of this Article, at the option of the Holder, any CODES or any portion of the principal amount thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion:

(1) during any fiscal quarter, if the Sale Price of the Common Stock for at least 20 Trading Days in the 30 consecutive Trading-Day period ending on the last day of the preceding fiscal quarter was more than 130% of the Conversion Price on that thirtieth Trading Day;

(2) on or before December 15, 2028, during the five Business Day period following any 10 consecutive Trading-Day period in which the average of the Trading Prices for the CODES, as determined following a written request by a Holder of CODES delivered to the Company in accordance with Section 14.2, to make a determination, for that 10 Trading-Day period was less than 98% of the average Conversion Value for the CODES during such period;

(3) during any period, following the date the CODES are rated by both Moody’s and by Standard and Poor’s, (1) when the credit ratings assigned to the CODES by Moody’s is lower than “Ba3” or by Standard & Poor’s is lower than “BB”, (2) in which the credit rating assigned to the CODES is suspended or withdrawn by either rating agency, or (3) in which neither agency continues to rate the CODES or provide ratings services or coverage to the Company;

(4) if the Company has called the CODES for redemption; or

(5) upon the occurrence of the corporate transactions specified in clause (b) of this Section 12.1.

The Company shall determine on a daily basis whether the CODES shall be convertible as a result of the occurrence of an event specified in clause (1) or, following a request by a Holder of CODES delivered to the Company, clause (2) above and, if the CODES shall be so convertible, the Company shall promptly deliver to the Trustee written notice thereof. Whenever the CODES shall become convertible pursuant to Section 12.1, the Company or, at the Company’s written request, the Trustee in the name and at the expense of the Company, shall notify the Holders of the event triggering such convertibility in the manner provided in Section 14.2, and the Company shall also publicly announce such information and publish it on the Company’s web site. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.

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Notwithstanding anything to the contrary contained herein, the Conversion Agent shall have no obligation to determine the Trading Price of the CODES pursuant to clause (2) above, unless the Company shall have requested that it make such determination; and the Company shall have no obligation to make such request unless so requested by a Holder. At such time as a written request is made by a Holder, the Company shall instruct the Conversion Agent to determine the Trading Price per CODES beginning on the next trading day and on each successive Trading Day until the Trading Price per CODES is greater than or equal to 98% of the average Conversion Value for 10 consecutive days.

(b) In addition, in the event that:

(1) (A) the Company distributes to all or substantially all holders of its shares of Common Stock rights or warrants entitling them (for a period expiring within 60 days of the Record Date for such distribution) to subscribe for or purchase shares of Common Stock, at a price per share less than the Trading Price of the Common Stock on the Business Day immediately preceding the announcement of such distribution, (B) the Company distributes to all or substantially all holders of its shares of Common Stock, cash or other assets, debt securities or rights or warrants to purchase its securities, where the Fair Market Value (as determined by the Board of Directors) of such distribution per share of Common Stock exceeds 5% of the Trading Price of a share of Common Stock on the Business Day immediately preceding the date of declaration of such distribution, or (C) a Change of Control occurs but Holders of CODES do not have the right to require the Company to purchase their CODES as a result of such Change of Control because either (i) the Trading Price of the Common Stock for specified periods (as described in the definition of Change of Control) exceeds specified levels (as described in the definition of Change of Control) or (ii) the consideration received in such Change of Control consists of Capital Stock that is freely tradeable and the CODES become convertible into that Capital Stock as specified in the definition of Change of Control, then, in each case, the CODES may be surrendered for conversion at any time on and after the date that the Company gives notice to the Holders of such right, which shall be not less than 20 days prior to the Ex-Dividend Time for such distribution, in the case of (A) or (B), or within 30 days after the occurrence of the Change of Control, in the case of (C), until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Time or the date the Company announces that such distribution will not take place, in the case of (A) or (B), or the earlier of 30 days after the Company’s delivery of the Repurchase Notice for Change of Control Repurchase Rights or the date the Company announces that the Change of Control will not take place, in the case of (C), or

(2) the Company consolidates with or merges into another corporation, or is a party to a binding share exchange pursuant to which the shares of Common Stock would be converted into cash, securities or other property as set forth in Section 12.4 hereof, then the CODES may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time of such transaction until 15 days after the actual date of such transaction.

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The Conversion Rate, at any time, shall equal (A) $1,000 divided by the Conversion Price at such time, rounded to three decimal places (rounded up if the fourth decimal place thereof is 5 or more and otherwise rounded down).

Section 12.2. Conversion Procedure; Conversion Price; Fractional Shares.

(a) Each CODES shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The CODES will be converted into shares of Common Stock at the Conversion Price therefor. No payment or adjustment shall be made in respect of dividends on the Common Stock or accrued interest on a converted CODES, except as described in Section 12.9 hereof. The Company shall not issue any fraction of a share of Common Stock in connection with any conversion of CODES, but instead shall, subject to Section 12.3(h) hereof, make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Sale Price of the Common Stock on the last Trading Day prior to the date of conversion. Notwithstanding the foregoing, a CODES in respect of which a Holder has delivered a Repurchase Notice exercising such Holder’s option to require the Company to repurchase such CODES may be converted only if such notice of exercise is withdrawn in accordance with Section 11.3 hereof.

(b) Before any Holder of a CODES shall be entitled to convert the same into Common Stock, such Holder shall, in the case of CODES issued in global form, comply with the procedures of the Depositary in effect at that time, and in the case of Physical Securities, surrender such CODES, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place that such Holder elects to convert the same and shall state in writing therein the principal amount of CODES to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for Common Stock to be issued.

Before any such conversion, a Holder also shall pay all funds required, if any, relating to interest on the CODES, as provided in Section 12.9, and all taxes or duties, if any, as provided in Section 12.8.

If more than one CODES shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the CODES (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will, as soon as practicable thereafter, issue and deliver at said office or place to such Holder of a CODES, or to such Holder’s nominee or nominees, certificates for the number of full shares of Common Stock to which such Holder shall be entitled as aforesaid, together, subject to the last sentence of Section 12.2(a) above, with cash in lieu of any fraction of a share to which such Holder would otherwise be entitled. The Company shall not be required to deliver certificates for shares of Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for shares of Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register.

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(c) A CODES shall be deemed to have been converted as of the close of business on the date of the surrender of such CODES for conversion as provided above and the satisfaction of the other requirements for conversion, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Common Stock as of the close of business on such date.

(d) In case any CODES shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the CODES so surrendered, without charge to such Holder (subject to the provisions of Section 12.8 hereof), new CODES in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered CODES.

Section 12.3. Adjustments of Conversion Price for Common Stock.

The Conversion Price shall be adjusted from time to time as follows:

(a) In case the Company shall, at any time or from time to time while any of the CODES are outstanding, pay a dividend or make a distribution in shares of Common Stock to all holders of its outstanding shares of Common Stock, then the Conversion Price in effect at the opening of business on the date following the record date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction:

(1) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the Record Date fixed for such determination; and

(2) the denominator of which shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution.

Such reduction shall become effective immediately after the opening of business on the day following the Record Date fixed for such determination. If any dividend or distribution of the type described in this Section 12.3(a) is declared but not so paid or made, the Conversion Price shall again be adjusted to the Conversion Price which would then be in effect if such dividend or distribution had not been declared.

(b) In case the Company shall, at any time or from time to time while any of the CODES are outstanding, subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case the Company shall, at any time or from time to time while any of the CODES are outstanding, combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased.

Such reduction or increase, as the case may be, shall become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

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(c) In case the Company shall, at any time or from time to time while any of the CODES are outstanding, issue rights or warrants (other than any rights or warrants referred to in Section 12.3(d)) to all or substantially all holders of its shares of Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into shares of Common Stock) at a price per share (or having a conversion price per share) less than the Sale Price on the Business Day immediately preceding the date of the announcement of such issuance (treating the conversion price per share of the securities convertible into Common Stock as equal to (x) the sum of (i) the price for a unit of the security convertible into Common Stock and (ii) any additional consideration initially payable upon the conversion of such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible security), then the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect at the opening of business on the date after such date of announcement by a fraction:

(1) the numerator of which shall be the number of shares of Common Stock outstanding on the close of business on the date of announcement, plus the number of shares or securities which the aggregate offering price of the total number of shares or securities so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at such Sale Price of the Common Stock; and

(2) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of announcement, plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible securities so offered are convertible).

Such adjustment shall become effective immediately after the opening of business on the day following the date of announcement of such issuance. To the extent that shares of Common Stock (or securities convertible into shares of Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible into shares of Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if the date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration if other than cash, to be determined by the Board of Directors.

(d) In case the Company shall, at any time or from time to time while any of the CODES are outstanding, by dividend or otherwise, distribute to all or substantially all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation and the Common Stock is not changed or exchanged), cash, shares of its capital stock (other than any dividends or

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distributions to which Section 12.3(a) applies), evidences of its Indebtedness or other assets, including securities, but excluding (i) any rights or warrants referred to in Section 12.3(c), (ii) dividends or distributions of stock, securities or other property or assets (including cash) in connection with a reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance to which Section 12.4 applies and (iii) dividends and distributions paid exclusively in cash (such capital stock, evidence of its indebtedness, cash, other assets or securities being distributed hereinafter in this Section 12.3(d) called the “distributed assets”), then, in each such case, subject to the third and fourth succeeding paragraphs and the last Section of this Section 12.3(d), the Conversion Price shall be reduced so that the same shall be equal to the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the Record Date with respect to such distribution by a fraction:

(1) the numerator of which shall be the Current Market Price of the Common Stock, less the Fair Market Value on such date of the portion of the distributed assets so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the Record Date) (determined as provided in Section 12.3(g)) on such date; and

(2) the denominator of which shall be such Current Market Price.

Such reduction shall become effective immediately prior to the opening of business on the day following the Record Date for such distribution. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared.

If the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 12.3(d) by reference to the actual or when issued trading market for any distributed assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price pursuant to Section 12.3(g) to the extent possible, unless the Board of Directors determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the Holders.

In the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Company’s Subsidiaries (a “Spin-Off”), the Fair Market Value of the securities to be distributed shall equal the average of the closing sale prices of such securities on the principal securities market on which such securities are traded for the five consecutive Trading Days commencing on and including the sixth day of trading of those securities after the effectiveness of the Spin-Off, and the Current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities in the Spin-Off occurs simultaneously with the Spin-Off, Fair Market Value of the securities distributed in the Spin-Off shall mean the initial public offering price of such securities and the Current Market Price shall mean the Sale Price for the Common Stock on the same Trading Day.

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Rights or warrants distributed by the Company to all holders of its shares of Common Stock entitling them to subscribe for or purchase shares of the Company’s capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”), (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of shares of Common Stock shall be deemed not to have been distributed for purposes of this Section 12.3(d) (and no adjustment to the Conversion Price under this Section 12.3(d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different distributed assets, evidences of indebtedness or other assets, or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and record date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Conversion Price under this Section 12.3(d):

(1) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of shares of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of shares of Common Stock as of the date of such redemption or repurchase; and

(2) in the case of such rights or warrants which shall have expired or been terminated without exercise, the Conversion Price shall be readjusted as if such rights and warrants had never been issued.

For purposes of this Section 12.3(d) and Sections 12.3(a), 12.3(b) and 12.3(c), any dividend or distribution to which this Section 12.3(d) is applicable that also includes (i) shares of Common Stock, (ii) a subdivision or combination of shares of Common Stock to which Section 12.3(b) applies or (iii) rights or warrants to subscribe for or purchase shares of Common Stock to which Section 12.3(c) applies (or any combination thereof), shall be deemed instead to be:

(1) a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants, other than such shares of Common Stock, such subdivision or combination or such rights or warrants to which Sections 12.3(a), 12.3(b) and 12.3(c) apply, respectively (and any Conversion Price reduction required by this Section 12.3(d) with respect to such dividend or distribution shall then be made), immediately followed by

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(2) a dividend or distribution of such shares of Common Stock, such subdivision or combination or such rights or warrants (and any further Conversion Price reduction required by Sections 12.3(a), 12.3(b) and 12.3(c) with respect to such dividend or distribution shall then be made), except:

(A) the Record Date of such dividend or distribution shall be substituted as (i) “the date fixed for the determination of stockholders entitled to receive such dividend or other distribution,” “Record Date fixed for such determinations” and “Record Date” within the meaning of Section 12.3(a), (ii) “the day upon which such subdivision becomes effective” and “the day upon which such combination becomes effective” within the meaning of Section 12.3(b), and (iii) as “the date fixed for the determination of stockholders entitled to receive such rights or warrants,” “the Record Date fixed for the determination of the stockholders entitled to receive such rights or warrants” and such “Record Date” within the meaning of Section 12.3(c); and

(B) any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the close of business on the date fixed for such determination” within the meaning of Section 12.3(a) and any reduction or increase in the number of shares of Common Stock resulting from such subdivision or combination shall be disregarded in connection with such dividend or distribution.

In the event of any distribution referred to in this Section 12.3(d) in which (1) the Fair Market Value (as determined by the Board of Directors) of such distribution applicable to one share of Common Stock (determined as provided above) equals or exceeds the average of the Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on the Record Date for such distribution or (2) the average of the Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on the Record Date for such distribution exceeds the Fair Market Value of such distribution by less than $1.00, then, in each such case, in lieu of an adjustment to the Conversion Price, adequate provision shall be made so that each Holder shall have the right to receive upon conversion of a CODES, in addition to shares of Common Stock, the kind and amount of such distribution such Holder would have received had such Holder converted such CODES immediately prior to the Record Date for determining the shareholders entitled to receive the distribution.

In the event of any distribution referred to in Section 12.3(c) or 12.3(d), where, in the case of a distribution described in Section 12.3(d), the Fair Market Value of such distribution per share of Common Stock (as determined by the Board of Directors) exceeds 5% of the Sale Price of a share of Common Stock on the Business Day immediately preceding the declaration date for such distribution, then, if such distribution would also trigger a conversion right under Section 12.1(b) or the CODES are otherwise convertible pursuant to this Article 12, the Company will be required to give notice to the Holders of CODES at least 20 days prior to the Ex-Dividend Time for the distribution and, upon the giving of notice, the CODES may be surrendered for conversion at any time on and after the date that the Company gives notice to the Holders of such conversion right, until the close of business on the Business Day prior to the Ex-Dividend Time or the Company announces that such distribution will not take place. No adjustment to the Conversion Price or the ability of a Holder of a CODES to convert will be made if the Holder will otherwise participate in such distribution without conversion.

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(e) In case the Company shall, at any time or from time to time while any of the CODES are outstanding, by dividend or otherwise, distribute to all or substantially all holders of shares of its Common Stock cash (excluding any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary), then, in such case, the Conversion Price shall be reduced so that the same shall equal the rate determined by multiplying the Conversion Price in effect on the applicable record date by a fraction,

(1) the numerator of which shall be the Current Market Price on such record date less the full amount of cash so distributed as applicable to one share of Common Stock; and

(2) the denominator of which shall be the Current Market Price on such record date,

such adjustment to be effective immediately prior to the opening of business on the day following the Record Date; provided that if the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of cash such holder would have received had such Holder converted each Security on the Record Date. If such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

(f) In case a tender offer made by the Company or any of its Subsidiaries for all or any portion of the shares of Common Stock shall expire and such tender offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender offer) of shares tendered) of an aggregate consideration having a Fair Market Value (as determined by the Board of Directors) that combined together with:

(1) the aggregate amount of the cash, plus the Fair Market Value (as determined by the Board of Directors), as of the expiration of such tender offer, of consideration payable in respect of any other tender offers, by the Company or any of its Subsidiaries for all or any portion of the shares of Common Stock expiring within the 12 months preceding the expiration of such tender offer and in respect of which no adjustment pursuant to this Section 12.3(f) has been made; and

(2) the aggregate amount of any distributions to all holders of shares of Common Stock made exclusively in cash within 12 months preceding the expiration of such tender offer and in respect of which no adjustment pursuant to Section 12.3(e) has been made;

exceeds 10% of the product of the Current Market Price of the Common Stock as of the last time (the “Expiration Time”) tenders could have been made pursuant to such tender offer (as it may be amended), times the number of shares of Common Stock outstanding (including any tendered

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shares) on the Expiration Time (such excess, the “Excess Amount”), then, and in each such case, immediately prior to the opening of business on the day after the date of the Expiration Time, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date of the Expiration Time by a fraction:

(1) the numerator of which shall be the (x) the product of (i) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time and (ii) the Current Market Price of the Common Stock at the Expiration Time, less (y) the Excess Amount; and

(2) the denominator shall be the product of the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time and the Current Market Price of the Common Stock at the Expiration Time.

Such reduction (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all or a portion of such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such (or such portion of the) tender offer had not been made. If the application of this Section 12.3(f) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 12.3(f).

Pursuant to rights issued under the Company’s preferred share purchase rights plan, if holders of the CODES exercising the right of conversion attaching after the date the rights separate from the underlying Common Stock are not entitled to receive the rights that would otherwise be attributable to the shares of Common Stock received upon conversion, the Conversion Price will be adjusted as though the rights were being distributed to holders of Common Stock on the date of such separation. If such an adjustment is made and the rights are later redeemed, invalidated or terminated, then a corresponding reversing adjustment will be made to the conversion price on an equitable basis.

(g) For purposes of this Article 12, the following terms shall have the meanings indicated:

“Current Market Price” on any date means the average of the daily Sale Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to such date; provided, however, that if:

(1) the “ex” date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Price pursuant to Section 12.3(a), (b), (c), (d), (e) or (f) occurs during such ten consecutive Trading Days, the Sale Price for each Trading Day prior to the “ex” date for such other event shall be adjusted by dividing such Sale Price by the same fraction by which the Conversion Price is so required to be adjusted as a result of such other event;

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(2) the “ex” date for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Price pursuant to Section 12.3(a), (b), (c), (d), (e) or (f) occurs on or after the “ex” date for the issuance or distribution requiring such computation and prior to the day in question, the Sale Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by dividing such Sale Price by the reciprocal of the fraction by which the Conversion Price is so required to be adjusted as a result of such other event; and

(3) the “ex” date for the issuance or distribution requiring such computation is prior to the day in question, after taking into account any adjustment required pursuant to clause (1) or (2) of this proviso, the Sale Price for each Trading Day on or after such “ex” date shall be adjusted by adding thereto the amount of any cash and the Fair Market Value (as determined by the Board of Directors in a manner consistent with any determination of such value for purposes of Section 12.3(d), (e) or (f)) of the evidences of Indebtedness, shares of capital stock or assets being distributed applicable to one share of Common Stock as of the close of business on the day before such “ex” date.

For purposes of any computation under Section 12.3(f), if the “ex” date for any event (other than the tender offer requiring such computation) that requires an adjustment to the Conversion Price pursuant to Section 12.3(a), (b), (c), (d), (e) or (f) occurs on or after the Expiration Time for the tender or exchange offer requiring such computation and prior to the day in question, the Sale Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by dividing such Sale Price by the reciprocal of the fraction by which the Conversion Price is so required to be adjusted as a result of such other event. For purposes of this paragraph, the term “ex” date, when used:

(1) with respect to any issuance or distribution, means the first date on which the shares of Common Stock trade regular way on the relevant exchange or in the relevant market from which the Sale Price was obtained without the right to receive such issuance or distribution;

(2) with respect to any subdivision or combination of shares of Common Stock, means the first date on which the shares of Common Stock trade regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective; and

(3) with respect to any tender or exchange offer, means the first date on which the shares of Common Stock trade regular way on such exchange or in such market after the Expiration Time of such offer.

Notwithstanding the foregoing, whenever successive adjustments to the Conversion Price are called for pursuant to this Section 12.3, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 12.3 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

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“Fair Market Value” shall mean the amount which a willing buyer would pay a willing seller in an arm’s length transaction (as determined by the Board of Directors, whose determination shall be conclusive).

“Record Date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of shares of Common Stock have the right to receive any cash, securities or other property or in which the shares of Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

(h) The Company shall be entitled to make such additional reductions in the Conversion Price, in addition to those required by Sections 12.3(a), (b), (c), (d), (e) and (f), as shall be necessary in order that any dividend or distribution of Common Stock, any subdivision, reclassification or combination of shares of Common Stock or any issuance of rights or warrants referred to above shall not be taxable to the holders of Common Stock for United States federal income tax purposes.

(i) To the extent permitted by applicable law, the Company may, from time to time, reduce the Conversion Price by any amount for any period of time, if such period is at least 20 days and the reduction is irrevocable during the period. Whenever the Conversion Price is reduced pursuant to the preceding sentence, the Company shall mail to the Trustee and each Holder at the address of such Holder as it appears in the register of the CODES maintained by the Registrar, at least 15 days prior to the date the reduced Conversion Price takes effect, a notice of the reduction stating the reduced Conversion Price and the period during which it will be in effect.

(j) In any case in which this Section 12.3 shall require that any adjustment be made effective as of or retroactively immediately following a Record Date, the Company may elect to defer (but only for five Trading Days following the filing of the statement referred to in Section 12.5) issuing to the Holder of any CODES converted after such Record Date the shares of Common Stock issuable upon such conversion over and above the shares of Common Stock issuable upon such conversion on the basis of the Conversion Price prior to adjustment; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

(k) All calculations under this Section 12.3 shall be made to the nearest cent or one-hundredth of a share, with one-half cent and 0.005 of a share, respectively, being rounded upward. Notwithstanding any other provision of this Section 12.3, the Company shall not be required to make any adjustment of the Conversion Price unless such adjustment would require an increase or decrease of at least 1% of such price; provided that the Company must carry forward any adjustments that are less than 1% of the Conversion Price and make such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1%, within one year of the first such adjustment carried forward. Any adjustments under this Section 12.3 shall be made successively whenever an event requiring such an adjustment occurs.

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(l) In the event that at any time, as a result of an adjustment made pursuant to this Section 12.3, the Holder of any CODES thereafter surrendered for conversion shall become entitled to receive any shares of stock of the Company other than shares of Common Stock into which the CODES originally were convertible, the Conversion Price of such other shares so receivable upon conversion of any such CODES shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in subparagraphs (a) through (k) of this Section 12.3, and the provisions of Sections 12.1, 12.2 and 12.4 through 12.9 with respect to the Common Stock shall apply on like or similar terms to any such other shares and the determination of the Board of Directors as to any such adjustment shall be conclusive.

(m) No adjustment shall be made pursuant to this Section 12.3 (i) if the effect thereof would be to reduce the Conversion Price below the par value (if any) of the Common Stock or (ii) if the Holders of the CODES may participate in the transaction that would otherwise give rise to an adjustment pursuant to this Section 12.3.

Section 12.4. Consolidation or Merger of the Company.

If any of the following events occurs, namely:

(1) any reclassification or change of the outstanding Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);

(2) any merger, consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or

(3) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock;

the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that such CODES shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such CODES been converted into Common Stock immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance (provided, that if the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or

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conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purposes of this Section 12.4, the kind and amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 12. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the CODES as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article 12 hereof.

The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the CODES maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

The above provisions of this Section 12.4 shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances.

If this Section 12.4 applies to any event or occurrence, Section 12.3 shall not apply.

The Company shall not enter into a transaction of the type described in this Section 12.4 unless the terms of this Section 12.4 are complied with in full.

Section 12.5. Notice of Adjustment.

Whenever an adjustment in the Conversion Price with respect to the CODES is required:

(1) the Company shall forthwith place on file with the Trustee and any Conversion Agent for such securities a certificate of the Treasurer of the Company, stating the adjusted Conversion Price determined as provided herein and setting forth in reasonable detail such facts as shall be necessary to show the reason for and the manner of computing such adjustment; and

(2) a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall forthwith be given by the Company or, at the Company’s written request, by the Trustee in the name and at the expense of the Company, to each Holder in the manner provided in Section 14.2. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.

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Section 12.6. Notice in Certain Events.

In case:

(1) of a consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or conveyance to another Person or entity or group of Persons or entities acting in concert as a partnership, limited partnership, syndicate or other group (within the meaning of Rule 13d-3 under the Exchange Act) of all or substantially all of the property and assets of the Company; or

(2) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

(3) of any action triggering an adjustment of the Conversion Price referred to in clauses (x) or (y) below;

then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent, and shall cause to be given, to the Holders of the CODES in the manner provided in Section 14.2, at least 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of any distribution or grant of rights or warrants triggering an adjustment to the Conversion Price pursuant to this Article 12, or, if a record is not to be taken, the date as of which the holders of record of Common Stock entitled to such distribution, rights or warrants are to be determined, or (y) the date on which any reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up triggering an adjustment to the Conversion Price pursuant to this Article 12 is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger sale, conveyance, dissolution, liquidation or winding up.

Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in clause (1), (2) or (3) of this Section 12.6.

Section 12.7. Company to Reserve Stock; Registration; Listing.

(a) The Company shall, in accordance with the laws of the State of Wisconsin, at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the CODES, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all CODES then Outstanding into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such CODES would be held by a single Holder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the CODES by delivery of purchased shares of Common Stock which are then held in the

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treasury of the Company. The Company covenants that all shares of Common Stock that may be issued upon conversion of CODES will upon issue be fully paid and nonassessable and free from all liens and charges and, except as provided in Section 12.8, taxes with respect to the issue thereof.

(b) If any shares of Common Stock which would be issuable upon conversion of CODES hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be listed on the New York Stock Exchange, the Company will, if permitted by the rules of such exchange, list and keep listed all Common Stock issuable upon conversion of the CODES, and the Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the CODES prior to such delivery upon any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Section 12.8. Taxes on Conversion.

The issue of stock certificates on conversion of CODES shall be made without charge to the converting Holder for any documentary, stamp or similar issue or transfer taxes in respect of the issue thereof, and the Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of CODES pursuant hereto. The Company shall not, however, be required to pay any such tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock or the portion, if any, of the CODES which are not so converted in a name other than that in which the CODES so converted were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of such tax or has established to the satisfaction of the Company that such tax has been paid.

Section 12.9. Conversion After Record Date.

Except as provided below, if any CODES are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such CODES shall not be entitled to receive any Interest (including Contingent Interest) that has accrued on such CODES since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12, any accrued and unpaid Interest (including Contingent Interest) on such CODES will be deemed to have been paid in full.

If any CODES are surrendered for conversion subsequent to the Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such CODES at the close of business on such Record Date shall receive the Interest (including Contingent Interest) payable on such CODES on such Interest Payment Date notwithstanding the conversion thereof. CODES surrendered for conversion during the period from the close of business on any Record Date preceding any Interest Payment Date to the opening of business on

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such Interest Payment Date shall (except in the case of CODES which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds of an amount equal to the Interest (including Contingent Interest) payable on such Interest Payment Date on the CODES being surrendered for conversion. Except as provided in this Section 12.9, no adjustments in respect of payments of Interest (including Contingent Interest) on CODES surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any CODES.

Section 12.10. Company Determination Final.

Any determination that the Company or the Board of Directors must make pursuant to this Article 12 shall be conclusive if made in good faith and in accordance with the provisions of this Article 12, absent manifest error, and set forth in a Board Resolution.

Section 12.11. Responsibility of Trustee for Conversion Provisions.

The Trustee has no duty to determine when an adjustment under this Article 12 should be made, how it should be made or what it should be. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of CODES. The Trustee shall not be responsible for any failure of the Company to comply with this Article 12. Each Conversion Agent other than the Company shall have the same protection under this Section 12.11 as the Trustee.

The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Paying Agent or Conversion Agent acting hereunder.

Section 12.12. Unconditional Right of Holders to Convert.

Notwithstanding any other provision in this Indenture, the Holder of any CODES shall have the right, which is absolute and unconditional, to convert its CODES in accordance with this Article 12 and to bring an action for the enforcement of any such right to convert, and such rights shall not be impaired or affected without the consent of such Holder.

ARTICLE 13

SUBSIDIARY GUARANTEES

Section 13.1. Agreement to Guarantee.

The Guarantors, jointly and severally, hereby agree as follows:

(a) The Guarantors unconditionally guarantee to each Holder of a CODES authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, regardless of the validity and enforceability of the Indenture, the Securities or the Obligations of the Company under this Indenture or the Securities, that:

(1) the principal of, Interest (including Contingent Interest) on the CODES will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, Interest (including Contingent Interest) and Additional Amounts, if any, on the CODES, to the extent lawful, and all other Obligations of the Company to the Holders or the Trustee thereunder or under this Indenture will be promptly paid in full, all in accordance with the terms thereof; and

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(2) in case of any extension of time for payment or renewal of any CODES or any of such other Obligations, that the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

(b) Notwithstanding the foregoing, in the event that the Guarantees would constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability of the Guarantors under this Indenture shall be reduced to the maximum amount permissible under such fraudulent conveyance or similar law.

Section 13.2. Execution and Delivery of Guarantees.

(a) To evidence the Guarantees set forth in this Indenture, the Guarantors hereby agree that a notation of such Guarantees shall be endorsed by an officer of each of the Guarantors on each CODES authenticated and delivered by the Trustee after the date hereof.

(b) Notwithstanding the foregoing, the Guarantors hereby agree that the Guarantees set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each CODES a notation of such Guarantees.

(c) If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the CODES on which the Guarantees are endorsed, the Guarantees shall be valid nevertheless.

(d) The delivery of any CODES by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Guarantees set forth in this Indenture on behalf of the Guarantors.

(e) The Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the CODES with respect to any provisions of the Securities or the Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(f) The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Guarantees made pursuant to this Indenture will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture.

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(g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or the Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, the Guarantees made pursuant to this Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect.

(h) The Guarantors agree that they shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantors further agree that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand:

(1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 of the Indenture for the purposes of the Guarantees made pursuant to this Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby; and

(2) in the event of any declaration of acceleration of such obligations as provided in Article 4 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Guarantees made pursuant to this Indenture.

(3) The Guarantors shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Guarantees made pursuant to this Indenture.

Section 13.3. Releases.

(a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of the Guarantors), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released. If the assets sold in such sale or other disposition include all or substantially all of the assets of the Guarantors or all of the Capital Stock of the Guarantors, then the Guarantors (in the event of a sale or other disposition of all of the Capital Stock of any of the Guarantors) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of any of the Guarantors) shall be released from and relieved of their obligations under this Indenture and their Guarantees made pursuant hereto. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such sale or other disposition was made by the Company or the Guarantors, as the case may be, in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations under this Indenture and the Guarantees made pursuant hereto. If the Guarantors are not released from their obligations under the Guarantees, they shall remain liable for the full amount of principal of and Interest (including Contingent Interest) on the CODES and for the other obligations of the Guarantors under this Indenture.

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(b) Upon the designation of any of the Guarantors as an Excluded Subsidiary in accordance with the terms of the Indenture, such Guarantor shall be released and relieved of the obligations under this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such designation of such Guarantor as an Excluded Subsidiary was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee. The Guarantors not released from their obligations under the Guarantees shall remain liable for the full amount of principal of and Interest (including Contingent Interest) on the CODES and for the other obligations of any of the Guarantors under this Indenture.

Section 13.4. No Recourse Against Others.

No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guarantors, as such, shall have any liability for any obligations of the Company or any Guarantor under the CODES, any Guarantees, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the CODES by accepting a CODES waives and releases all such liability. The waiver and release are part of the consideration for issuance of the CODES. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

Section 13.5. Future Subsidiary Guarantees.

(a) The CODES shall be initially guaranteed by all of the Company’s U.S. Subsidiaries that are Subsidiaries on the date of this Indenture, other than Subsidiaries that are inactive, in the process of liquidation or own less than $1,000,000 in assets.

(b) (1) After the date of this Indenture and prior to the date upon which an initial Shelf Registration Statement is first declared effective by the Commission and after the date upon which the Company is no longer required to keep a Shelf Registration Statement effective under the Registration Rights Agreement, the Company shall cause each newly created or acquired Subsidiary which becomes a guarantor or borrower under the Credit Agreement to promptly execute and deliver to (A) the Trustee a Guarantee substantially in the form of the Supplemental Indenture attached as Exhibit G hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a joint and several basis, the full and prompt payment of the principal, Interest (including Contingent Interest), if any, and Additional Amounts with respect to the CODES and (B) the Holders an acknowledgement that such Subsidiary shall become a party to the Registration Rights Agreement if the Registration Rights Agreement has any continuing force and effect.

(2) During the period following the effective date of the Shelf Registration Statement and prior to the date upon which the Company is no longer required to keep the Shelf Registration Statement effective under the Registration Rights Agreement, the Company shall

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cause each Subsidiary created or acquired by it and which becomes a guarantor or borrower under the Credit Agreement to execute and deliver to (A) the Trustee on or before the next following Roll-up Date a similar Guarantee substantially in the form of the Supplemental Indenture attached as Exhibit G hereto and (B) the Holders an acknowledgement that such Subsidiary shall become a party to the Registration Rights Agreement.

ARTICLE 14

OTHER PROVISIONS OF GENERAL APPLICATION

Section 14.1. Trust Indenture Act Controls.

This Indenture is subject to the provisions of the TIA which are required to be part of this Indenture, and shall, to the extent applicable, be governed by such provisions.

Section 14.2. Notices.

Any notice or communication to the Company or the Trustee is duly given if in writing (which may be by facsimile with the original to follow) and delivered in person or mailed by first-class mail to the address set forth below:

(a) if to the Company or to any Guarantor:

Apogent Technologies Inc.

30 Penahallow Street

Portsmouth, New Hampshire 03801

Attn: Investor Relations

Fax: (603)-431-0860

Telephone: (603) 433-6131

With a copy to:

Quarles & Brady LLP

411 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

Attn.: Joe Masterson, Esq.

Fax: (414) 271-3552

Telephone: (414) 277-5169

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(b) if to the Trustee:

The Bank of New York

101 Barclay Street, Floor 8 West

New York, New York 10286

Attn: Corporate Trust Administration

Fax: (212) 815-5704/5707

Telephone: (212) 815-4779

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication to a Holder shall be mailed by first class mail to its address shown on the Register kept by the Registrar. Failure to mail a notice or communication to a Holder or any defect in such notice or communication shall not affect its sufficiency with respect to other Holders. If the company mails a notice or communication to Holders, it shall mail a copy to the Trustee at the same time

If a notice or communication is mailed or sent in the manner provided above within the time prescribed it is duly given as of the date it is mailed, whether or not the addressee receives it, except that notice to the Trustee shall only be effective upon receipt thereof by the Trustee.

Section 14.3. Communication by Holders with Other Holders.

Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under the Securities or this Indenture. The Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the TIA.

Section 14.4. Acts of Holders of CODES.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of CODES may be embodied in and evidenced by:

(1) one or more instruments of substantially similar tenor signed by such Holders in person or by agent or proxy duly appointed in writing;

(2) the record of Holders of CODES voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of CODES duly called and held in accordance with the provisions of Article 8; or

(3) a combination of such instruments and any such record.

Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the

89

Holders of CODES signing such instrument or instruments and so voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 5.1) conclusive in favor of the Trustee, and the Company if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 8.6.

(b) The fact and date of the execution by any Person of any such instrument or writing may be provided in any manner which the Trustee reasonably deems sufficient.

(c) The principal amount and serial numbers of Securities held by any Person, and the date of such Person holding the same, shall be proved by the Register.

(d) Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of the Holders of any CODES shall bind every future Holder of the same CODES and the Holder of every CODES issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company in reliance thereon, whether or not notation of such action is made upon such CODES.

Section 14.5. Certificate and Opinion as to Conditions Precedent.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel with respect to the matters upon which such certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such Counsel all such conditions precedent, if any, have been complied with, except

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that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished; provided however, that, at any time that an Opinion of Counsel is required to be delivered hereunder, the opining counsel may, with the consent of the Trustee, deliver the Opinion of Counsel in question addressed to a party other than the Trustee with text to the effect that the Trustee may rely on such opinion rather than by delivering a separate Opinion of Counsel to the Trustee directly.

Section 14.6. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1) a statement that each individual signing such certificate or opinion on behalf of the Company, has read such covenant or condition and the definitions herein relating thereto;

(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 each such individual, 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, in the opinion of each such individual, such condition or covenant has been complied with.

Section 14.7. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 14.8. Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 14.9. Separability Clause.

In case any provision in this Indenture or the Securities 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.

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Section 14.10. Benefits of Indenture.

Nothing contained in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Securities, any benefit or legal or equitable right, remedy or claim under this Indenture.

Section 14.11. Governing Law.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 14.12. Counterparts.

This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original but all such counterparts shall together constitute but one and the same instrument.

Section 14.13. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date, Repurchase Date or Stated Maturity of any CODES or the last day on which a Holder of a CODES has a right to convert such CODES shall not be a Business Day at any Place of Payment or Place of Conversion, then (notwithstanding any other provision of this Indenture or of the CODES) payment of interest, if any, or principal or conversion of the CODES, need not be made at such Place of Payment or Place of Conversion on such day, but may be made on the next succeeding Business Day at such Place of Payment or Place of Conversion with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repurchase Date or at the Stated Maturity or on such last day for conversion; provided, however, that in the case that payment is made on such succeeding Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Repurchase Date or Stated Maturity, as applicable.

Section 14.14. Recourse Against Others.

No recourse for the payment of the principal or interest, if any, on any CODES, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder, officer or director or manager, as such, past, present or future, of the Company of any successor entity to either the Company, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance thereof and as part of the consideration for the issue thereof, expressly waived and released.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed all as of the day and year first above written.

APOGENT TECHNOLOGIES INC.
By:	/s/ Frank H. Jellinek, Jr.
	Frank H. Jellinek, Jr.
	Chief Executive Officer and President

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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.
GENEVAC INC.
G&P LABWARE HOLDINGS 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
	Michael K. Bresson
	Vice President and Secretary

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APOGENT HOLDING COMPANY
APOGENT SERVICE CORPORATION
By	/s/ Michael K. Bresson
	Michael K. Bresson
	President and Secretary
METAVAC LLC
By:	The Naugatuck Glass Company
	Sole Member and Manager
By	/s/ Michael K. Bresson
	Michael K. Bresson
	Vice President

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THE BANK OF NEW YORK, AS TRUSTEE AND NOT IN ITS INDIVIDUAL CAPACITY
By:	/s/ Dorothy Miller
	Dorothy Miller
	Vice President

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EXHIBIT A

[Face of CODES]

APOGENT TECHNOLOGIES INC.

Floating Rate Senior Convertible Contingent Debt Securities (CODES^SM) due 2033

CUSIP No. 03760AAJ0

Registered No.          Principal Amount: $                    

APOGENT TECHNOLOGIES INC., a corporation duly organized and existing under the laws of Wisconsin (herein called the “Company,” which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of $             (             Dollars) [insert in global CODES: , as revised by the Schedule of Increases and Decreases in Global CODES attached hereto], on December 15, 2033, and to pay Interest (including Contingent Interest) thereon from and including December 17, 2003 or from and including the most recent Interest Payment Date to which Interest (including Contingent Interest) has been paid or duly provided for, as the case may be, at the rate calculated in accordance with the Indenture.

Interest (including any Contingent Interest) will be paid quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning March 15, 2004, unless any such Interest Payment Date (other than an Interest Payment Date at maturity) would otherwise be a day that is not a Business Day, in which case the Interest Payment Date will be postponed to the next succeeding Business Day (except if that Business Day falls in the next succeeding calendar month, that Interest Payment Date will be the immediately preceding Business Day). The Interest (including Contingent Interest) so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this CODES (or one or more predecessor CODES) is registered in the Register at the close of business on the Regular Record Date for such Interest (including Contingent Interest), which shall be the March 1, June 1, September 1 and December 1 preceding the relevant Interest Payment Date. Except as otherwise provided in the Indenture, any such Interest (including Contingent Interest) not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this CODES (or one or more predecessor CODES) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof is to be given to Holders of CODES not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the CODES may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

While this CODES is represented by one or more Global Securities registered in the name of the Depositary or its nominee, the Company will cause payments of principal and Interest (including Contingent Interest) on such Global Securities to be made to the Depositary or

A-1

its nominee, as the case may be, by wire transfer to the extent, in the funds and in the manner required by agreements with, or regulations or procedures prescribed from time to time by, the Depositary or its nominee, and otherwise in accordance with such agreements, regulations and procedures.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CODES SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, or its successor as Trustee, or its Authenticating Agent, by manual signature of an authorized signatory, this CODES will not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

A-2

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:                    

APOGENT TECHNOLOGIES INC.

By:

Name:

Title:

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the debt securities issued under the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
	Authorized Signatory

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[Reverse of CODES]

APOGENT TECHNOLOGIES INC.

Floating Rate Senior Convertible Contingent Debt Securities (CODES^SM) due 2033

SECTION 1. General. This CODES is one of a duly authorized issue of debt securities of the Company (herein called the “CODES”), issued under an Indenture, dated as of December 17, 2003 (the “Indenture”), among the Company, the Guarantors parties thereto and The Bank of New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the CODES and of the terms upon which the CODES are, and are to be, authenticated and delivered. The terms, conditions and provisions of the CODES are those stated in the Indenture, those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and those set forth in this CODES. To the extent that the terms, conditions and other provisions of this CODES modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of the Indenture shall govern. All terms used in this CODES that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

SECTION 2. Interest and Payments. This CODES will bear interest from December 17, 2003 or from and including the most recent Interest Payment Date to which Interest (including Contingent Interest) has been paid or duly provided for, as the case may be, at a per annum rate which will equal 3-month LIBOR, adjusted quarterly on each Interest Adjustment Date, as defined below, minus a spread of 125 basis points, which spread may be reset upon the occurrence of a Reset Transaction as described in the Indenture. Notwithstanding foregoing, Interest for the initial interest period commencing December 17, 2003 shall accrue at the rate of 0.0% (zero) per annum. In no event shall any quarterly adjustments of the interest rate or resetting of the spread result in the interest rate borne by the CODES being less than zero.

We will pay interest quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning March 15, 2004, unless any such Interest Payment Date (other than an Interest Payment Date at maturity) would otherwise be a day that is not a business day, in which case the interest payment date will be postponed to the next succeeding business day (except if that business day falls in the next succeeding calendar month, that interest payment date will be the immediately preceding business day). If the maturity date of the CODES is a day that is not a business day, all payments to be made on such day will be made on the next succeeding business day, with the same force and effect as if made on the due date, and no additional interest will be payable as a result of such a delay in payment.

On each Interest Determination Date for the CODES, or as soon thereafter as practicable, the Calculation Agent shall determine the applicable Interest Rates as provided for and contemplated by the CODES. The Calculation Agent shall notify the Company and the Trustee of such Interest Rates as soon as reasonably practicable after the determination thereof. The Calculation Agent shall perform such other actions and undertake such other duties of the Calculation Agent as are described in the Indenture to be performed or undertaken by the Calculation Agent. The Calculation Agent shall not be responsible for calculating Contingent Interest.

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The term “3-month LIBOR” as determined by the Calculation Agent means, with respect to any Interest Determination Date:

(1) the rate for 3-month deposits in United States dollars commencing on the related Interest Adjustment Date, that appears on the Moneyline Telerate Page 3750 (as described below) as of 11:00 A.M., London time, on the Interest Determination Date, unless fewer than two such offered rates so appear; or

(2) if fewer than two offered rates appear, or no rate appears, as the case may be, on the particular Interest Determination Date on the Moneyline Telerate Page 3750, the rate calculated by the Calculation Agent of at least two offered quotations obtained by the calculation agent after requesting the principal London offices of each of four major reference banks in the London interbank market to provide the Calculation Agent with its offered quotation for deposits in United States dollars for the period of three months, commencing on the related interest adjustment date, to prime banks in the London interbank markets at approximately 11:00 A.M., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in United States dollars in that market at that time; or

(3) if fewer than two offered quotations referred to in clause (2) are provided as requested, the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York time, on the particular interest determination date by three major banks (which will not include our affiliates) in the City of New York selected by the Calculation Agent for loans in United States dollars to leading European banks for a period of three months and in a principal amount that is representative for a single transaction in United States dollars in that markets at that time; or

(4) if the banks so selected by the Calculation Agent are not quoting as mentioned in clause (3), 3-month LIBOR in effect immediately prior to the particular Interest Determination Date.

The term “Interest Determination Date” means the second London banking day preceding the related Interest Adjustment Date.

The term “Interest Adjustment Date” means March 15, June 15, September 15 and December 15 of each year; provided that, if any Interest Adjustment Date would otherwise be a day that is not a Business Day, such Interest Adjustment Date shall be postponed to the next succeeding Business Day, except if such Business Day falls in the next succeeding calendar month, such Interest Adjustment Date will be the immediately preceding Business Day.

The term “London banking day” means a day on which commercial banks are open for business, including dealings in United States dollars, in London.

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The term “Moneyline Telerate Page 3750” means the display on Moneyline Telerate (or any successor service) on such page (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for United States dollars.

In addition, Contingent Interest will accrue on this CODES during any quarterly interest period, commencing with the quarterly interest period beginning December 15, 2009, under the conditions specified in the Indenture at an amount equal to 0.0625% of the average trading price of the CODES over the measuring period triggering the contingent interest payment.

Interest on this CODES, including Contingent Interest, will be payable on the Interest Payment Date or Interest Payment Dates as specified on the face hereof and, in either case, at Maturity. Except as provided below, Interest (including Contingent Interest) will be paid (i) if this CODES is represented by one or more Global Securities, to DTC in immediately available funds, (ii) if this CODES is represented by one or more certificated CODES by check mailed to the Holders of such CODES unless, in the case of Holders of certificated CODES having a principal amount of more than $5,000,000, such Holders shall have made written application to the Registrar not later than the relevant Regular Record Date requesting payment by wire transfer, in which case payment shall be made by wire transfer in immediately available funds. Principal will be paid (i) if this CODES is represented by one or more Book-Entry Notes, to DTC in immediately available funds or (ii) if this CODES is represented by one or more certificated CODES, at our office or agency in New York City, which initially will be the office or agency of the trustee in New York City.

Payments on this CODES with respect to any Interest Payment Date or Maturity will include Interest (including Contingent Interest) accrued from and including the original date of issuance, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, to but excluding such Interest Payment Date or Maturity, except as may otherwise be provided in the Indenture. Interest (including Contingent Interest) on the CODES shall be computed on the basis of the actual number of days for which Interest is payable in the relevant interest period, divided by 360.

Except as provided below, if any CODES is surrendered for conversion on any day other than an Interest Payment Date, the Holder of such CODES shall not be entitled to receive any Interest (including Contingent Interest) that has accrued on such CODES since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with Indenture, any accrued and unpaid Interest (including Contingent Interest) on such CODES shall be deemed to have been paid in full.

If any CODES is surrendered for conversion subsequent to the Regular Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date (except CODES called for redemption on a Redemption Date between such Regular Record Date and Interest Payment Date), the Holder of such CODES at the close of business on such Regular Record Date shall be entitled to receive the Interest (including Contingent Interest) payable on such CODES on such Interest Payment Date notwithstanding the conversion thereof. Any CODES surrendered for conversion during the period from the close of business on any Regular

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Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of CODES which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds of an amount equal to the Interest (including Contingent Interest) payable on such Interest Payment Date on the CODES being surrendered for conversion. Except as provided in this Section 2 or in Indenture, no adjustments in respect of payments of Interest (including Contingent Interest) on any CODES surrendered for conversion or any dividends or distributions or Interest (including Contingent Interest) on the Common Stock issued upon conversion shall be made upon the conversion of any CODES.

All percentages resulting from any calculation with respect Interest (including Contingent Interest) will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with five one-millionths of a percentage point being rounded upward) and all dollar amounts used in or resulting from any such calculation with respect to this CODES will be rounded to the nearest cent (with one-half cent being rounded upward).

If an Interest Payment Date or Maturity for this CODES falls on a day that is not a Business Day, payment of principal and Interest (including Contingent Interest) to be made on such day with respect to this CODES will be made on the next succeeding day that is a Business Day (except if that Business Day falls in the next succeeding calendar month, that Interest Payment Date will be the immediately preceding Business Day) and if the date of Maturity is a day that is not a Business Day, all payments to be made on such day will be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no additional interest will be payable as a result of such a delay in payment.

SECTION 3. Redemption. This CODES is subject to redemption at the option of the Company, at any time on or after March 15, 2010, in whole or from time to time in part in increments of $1,000 or an integral multiple of $1,000 (provided that any remaining principal amount hereof shall be an authorized denomination), at a Redemption Price equal to 100% of the principal amount, plus accrued and unpaid Interest, including Contingent Interest, to, but excluding, the Redemption Date. However, payments due with respect to this CODES on or prior to the Redemption Date will be payable to the Holder of this CODES of record at the close of business on the relevant Regular Record Date specified on the face hereof, all as provided in the Indenture. The Company may exercise such option by causing the Trustee to mail a notice of such redemption, at least 20 but not more than 60 calendar days prior to the date of redemption, in accordance with the provisions of the Indenture. In the event of redemption of this CODES in part only, this CODES will be cancelled and new CODES representing the unredeemed portion hereof will be issued in the name of the Holder hereof.

SECTION 4. Conversion. Subject to and in compliance with the provisions of the Indenture, a Holder is entitled, at such Holder’s option, to convert the Holder’s CODES (or any portion of the principal amount thereof that is $1,000 or an integral multiple $1,000), into fully paid and nonassessable shares of Common Stock at the Conversion Price in effect at the time of conversion, under certain circumstances set forth in the Indenture.

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A CODES in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to require the Company to repurchase such CODES may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture.

The initial Conversion Price is $33.09 per share of Common Stock (a Conversion Rate of approximately 30.22 shares of Common Stock per $1,000 principal amount of CODES ), subject to adjustment in certain events described in the Indenture. A Holder that surrenders CODES for conversion will receive cash or a check in lieu of any fractional share of Common Stock. The Company from time to time may voluntarily reduce the Conversion Price.

To surrender a CODES for conversion, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the CODES to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required.

No fractional shares of Common Stock shall be issued upon conversion of any CODES. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such CODES, the Company shall pay a cash adjustment as provided in the Indenture.

No payment or adjustment will be made for dividends on the shares of Common Stock, except as provided in the Indenture.

If the Company (i) is a party to a consolidation, merger or binding share exchange (ii) reclassifies the Common Stock or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any Person, the right to convert a CODES into shares of Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or such other Person.

SECTION 5. Repurchase By the Company at the Option of the Holder. Subject to the terms and conditions of the Indenture and at the option of the Holder, on December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024 and December 15, 2029, the Company shall become obligated to purchase all of such Holder’s CODES, or any portion of the principal amount thereof that is equal to any integral multiple of $1,000, at a repurchase price equal to 100% of the principal amount of the CODES to be repurchased, plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Repurchase Date. In addition, subject to the terms and conditions of the Indenture and at the option of the Holder, following the occurrence of a Change of Control, the Company shall become obligated to purchase all of such Holder’s CODES, or any portion of the principal amount thereof that is equal to any integral multiple of $1,000, on the date that is 30 days after the date of the Company Notice given in connection with such Change of Control at a repurchase price equal to 100% of the principal amount of the CODES to be repurchased, plus accrued and unpaid Interest (including Contingent Interest) to, but excluding, the Change of Control Repurchase Date.

To exercise an Optional Repurchase Right to have CODES repurchased on December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024 and

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December 15, 2029, a Holder must deliver to the Trustee at its offices no later than the close of business on the third Business Day prior to the Optional Repurchase Date the following: a completed Repurchase Notice for Optional Repurchase Rights, the form of which is contained in Exhibit C hereto; and the CODES or cause such CODES to be delivered through the facilities of the Depositary, as applicable, with respect to which the repurchase right is being exercised, with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer, in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing.

To exercise a Change of Control Repurchase Right, a Holder must deliver to the Trustee at its offices on or prior to the close of business on the Business Day prior to the Change of Control Repurchase Date the following: a completed Repurchase Notice for Change of Control Repurchase Rights, the form of which is contained in Exhibit D hereto; and the CODES or cause such CODES to be delivered through the facilities of the Depositary, as applicable, with respect to which the repurchase right is being exercised, with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer, in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing.

Holders have the right to withdraw any Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

If cash sufficient to pay the Repurchase Price of all CODES or portions thereof to be purchased as of the Repurchase Date is deposited with the Paying Agent on the Business Day following the applicable Repurchase Date, Interest (including Contingent Interest) ceases to accrue on such CODES (or portions thereof) immediately after such applicable repurchase date, and the Holder thereof shall have no other rights as such other than the right to receive the Repurchase Price upon surrender of such CODES.

SECTION 6. Tax Treatment . The Company agrees, and by acceptance of a beneficial ownership interest in the CODES each beneficial holder of CODES will be deemed to have agreed, for United States federal income tax purposes (1) to treat the CODES as indebtedness that is subject to Treas. Reg. Sec. 1.1275-4 (the “Contingent Payment Regulations”) and, for purposes of the Contingent Payment Regulations, to treat the fair market value of any stock beneficially received by a beneficial holder upon any conversion of the CODES as a contingent payment and (2) to be bound by the Company’s determination of the “comparable yield” and “projected payment schedule,” within the meaning of the Contingent Payment Regulations, with respect to the CODES. A Holder of CODES may obtain the amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule by submitting a written request for it to the Company at the following address: Apogent Technologies Inc., 30 Penahallow Street, Portsmouth, New Hampshire 03801, Attention: Investor Relations.

SECTION 7. Paying Agent, Calculation Agent, Conversion Agent and Registrar. The Bank of New York will act as Paying Agent, Calculation Agent, Conversion Agent and Security Registrar. The Company may appoint and change any Paying Agent, Calculation Agent, Conversion Agent or Security Registrar without notice, other than notice to the Trustee; provided, that the Company will maintain at least one Paying Agent in the State of New York,

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City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent or Registrar.

SECTION 8. Sinking Fund. This CODES is not subject to a sinking fund.

SECTION 9. Events of Default. If any Event of Default with respect to CODES shall occur and be continuing, the principal of all the CODES may be declared due and payable in the manner and with the effect provided in the Indenture.

SECTION 10. Modification or Waiver; Obligation of the Company Absolute. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the CODES at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding CODES. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Outstanding CODES, on behalf of the Holders of all CODES, to waive, with respect to the CODES, compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this CODES will be conclusive and binding upon such Holder and upon all future Holders of this CODES and of any CODES issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this CODES.

No reference herein to the Indenture and no provision of this CODES or of the Indenture will alter or impair the obligations of the Company, which are absolute and unconditional, to pay the principal of, and Interest (including Contingent Interest) on this CODES at the times, places and rates herein prescribed and to convert this CODES in accordance with the Indenture.

SECTION 11. Satisfaction and Discharge. Provisions contained in the Indenture provide that the Company may satisfy and discharge its obligations under the Indenture while CODES remain outstanding, subject to certain conditions, if all outstanding CODES have become due and payable at their scheduled maturity or all outstanding CODES have been redeemed.

SECTION 12. Authorized Denominations. The CODES are issuable only in global or certificated registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein specified and to the limitations described below, if applicable, the CODES are exchangeable for a like aggregate principal amount of CODES with a like Stated Maturity and with like terms and conditions of a different authorized denomination, as requested by the Holder surrendering the same.

SECTION 13. Registration of Transfer. As provided in the Indenture and subject to certain limitations therein specified and to the limitations described below, if applicable, the transfer of this CODES is registerable in the Register upon surrender of this CODES for registration of transfer at the office or agency of the Company maintained for that purpose duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the

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Company and the Registrar (which will initially be the Trustee at its principal corporate trust office located in the Borough of Manhattan, The City of New York), duly executed by the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new CODES of authorized denominations and for the same Stated Maturity and aggregate principal amount, will be issued to the designated transferee or transferees.

This CODES is exchangeable for certificated CODES only upon the terms and conditions provided in the Indenture. Except as provided in the Indenture, owners of beneficial interests in a Global Security will not be entitled to receive physical delivery of CODES in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture.

No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

SECTION 14. Owners. Prior to due presentment of this CODES for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this CODES is registered as the owner hereof for all purposes, whether or not this CODES be overdue and notwithstanding any notation of ownership or other writing hereon, and none of the Company, the Trustee or any such agent will be affected by notice to the contrary.

SECTION 15. Governing Law. The Indenture and the CODES will be governed by and construed in accordance with the laws of the State of New York.

SECTION 16. Defined Terms. All terms used in this CODES that are defined in the Indenture will have the meanings assigned to them in the Indenture unless otherwise defined herein.

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[TO BE ATTACHED TO GLOBAL CODES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CODES

The following increases or decreases in this Global CODES have been made:

Date Amount of decrease in Principal
Amount of this Global CODES Amount of increase in Principal
Amount of this Global CODES Principal Amount of this Global
CODES following such
decrease or increase
Signature of authorized
signatory of Trustee or
Securities Custodian

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, will be construed as though they were written out in full according to applicable laws or regulations:

 TEN COM - as tenants in common

 TEN ENT - as tenants by the entireties

 JT TEN - as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT	Custodian
	(Cust)	(Minor)
	Under Uniform Gifts to Minors Act
	(State)

Additional abbreviations may also be used though not in the above list.

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The Guarantors (as defined in the Indenture referred to in the CODES upon which this notation is endorsed and each hereinafter referred to as a “Guarantor,” which term includes any successor person under the Indenture) have unconditionally guaranteed on a senior unsecured basis (such guarantee by each Guarantor being referred to herein as the “Guarantee”) (i) the due and punctual payment of the principal of and Interest (including Contingent Interest) on the CODES, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the CODES, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article 13 of the Indenture and (ii) in case of any extension of time of payment or renewal of any CODES or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

No stockholder, officer, director, employee or incorporator, as such, past, present or future, of any Guarantor shall have any liability under the Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator.

The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the CODES upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories.

ABGENE INC.

APOGENT FINANCE COMPANY

APOGENT HOLDING COMPANY

APOGENT SERVICE CORPORATION

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.

GENEVAC INC.

G&P LABWARE HOLDINGS INC.

LAB-LINE INSTRUMENTS, INC.

LAB VISION CORPORATION

MATRIX TECHNOLOGIES CORPORATION

MICROGENICS CORPORATION

MOLECULAR BIOPRODUCTS, INC.

NALGE NUNC INTERNATIONAL CORPORATION

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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:

Name:

Title:

METAVAC LLC

By: The Naugatuck Glass Company

       Sole Member and Manager

By

Name:

Title:

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EXHIBIT B

ASSIGNMENT FORM

To assign this Security, fill in the form below and have your signature guaranteed: (I) or (we) assign and transfer this Security to:

(Insert assignee’s social security or tax I.D. number)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                      to transfer this Security on the books of the Company. The agent may substitute another to act for him.

                            Your Name:                                                                                                                             

                                      (Print your name exactly as it appears on the face of this Security)

                            Dated:                                                                                                                                        

                Your Signature:                                                                                                                                    

                                                 (Sign exactly as your name appears on the face of this Security)

Signature Guarantee*:                                                                                                                                           

* Participant in a recognized Signature Guarantee Medallation Program (or other signature guarantor acceptable to the Trustee).

B-1

In connection with any transfer of this Security occurring prior to the date which is the end of the period referred to in Rule 144(k) under the Securities Act (other than a transfer pursuant to an effective registration statement under the Securities Act), the undersigned confirms that without utilizing any general solicitation or general advertising that:

[Check One]

¨ (a) this Security is being transferred to the Company or one of its Subsidiaries.

or

¨ (b) this Security is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.

or

¨ (c) this Security is being transferred other than in accordance with (a) or (b) above and documents are being furnished which comply with the conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security in the name of any Person other than the Holder hereof unless the conditions to any such transfer of registration set forth herein and in Sections 2.7, 2.8 and 2.9 of the Indenture shall have been satisfied.

TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, and that it and any such account is a “Qualified Institutional Buyer” within the meaning of Rule 144A under the Securities Act of 1933 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 Company 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.

B-2

EXHIBIT C

REPURCHASE NOTICE FOR OPTIONAL REPURCHASE RIGHTS

(1) We refer to the Indenture dated as of December 17, 2003 (the “Indenture”) among Apogent Technologies Inc., as issuer (the “Company”), the subsidiary guarantors parties thereto and The Bank of New York, as Trustee. Pursuant to Article 11 of the Indenture, the undersigned hereby requests and instructs the Company to repurchase this CODES, or any portion of the principal amount hereof (which is $1,000 in principal amount or an integral multiple of $1,000), below designated, in accordance with the terms and conditions specified in such Article 11.

(2) The undersigned hereby directs the Trustee or the Company to pay the undersigned an amount in cash equal to 100% of the principal amount to be repurchased (as set forth below), plus accrued and unpaid Interest, including Contingent Interest, to the Optional Repurchase Date (the “Optional Repurchase Price”), as provided in the Indenture.

(3) The undersigned elects (check one):

¨ to receive the Optional Repurchase Price with respect to the following portions of the following CODES:

CODES certificate number:                     

Principal amount to be repurchased (if less than all): $            

Remaining principal amount after repurchase: $            

¨ to receive the Optional Repurchase Price with respect to the full principal amount of all of the CODES that are subject to this notice.

Notice: If the Holder fails to make an election, the Holder shall be deemed to have elected to receive the Optional Repurchase Price for the full principal amount of all of the CODES subject to this notice.

Dated:
	Signature(s)

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Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

[Signature Guaranteed]

If only a portion of this CODES is to be repurchased, please indicate:

1. Principal amount to be repurchased:

$                    

2. Remaining principal amount after repurchase:

$                    

Social Security or Other Taxpayer

Identification Number

C-2

EXHIBIT D

REPURCHASE NOTICE FOR CHANGE OF CONTROL REPURCHASE RIGHTS

TO:	Apogent Technologies Inc.
	30 Penahallow Street
	Portsmouth, New Hampshire 03801

Pursuant to the Indenture dated as of December 17, 2003 (the “Indenture”), among Apogent Technologies Inc., as issuer (the “Company”), the subsidiary guarantors parties thereto and The Bank of New York, as Trustee, the undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from the Company as to the occurrence of a Change of Control (as defined in the Indenture) with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Security, or the portion thereof (which is $1,000 principal amount or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security, together with Interest (including Contingent Interest) accrued and unpaid to, but excluding, such date, to the registered holder hereof.

Your Name:                                                                                                                                                              

                    (Print your name exactly as it appears on the face of this Security)

Dated:                                                                                                                                                                          

Your Signature:                                                                                                                                                       

                             (Sign exactly as your name appears on the face of this Security)

Social Security or other Taxpayer Identification Number:                                                                      

Principal amount to be repurchased (if less than all): $                                                             

Signature Guarantee*:                                                              

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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EXHIBIT E

FORM OF CONVERSION NOTICE

TO:	Apogent Technologies Inc.
	30 Penahallow Street
	Portsmouth, New Hampshire 03801

Pursuant to the Indenture dated as of December 17, 2003 (the “Indenture”), among Apogent Technologies Inc., as issuer (the “Company”), the subsidiary guarantors parties thereto and The Bank of New York, as Trustee, the undersigned registered owner of this Security hereby irrevocably exercises the option to convert this Security, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. To the extent provided in the Indenture, any amount required to be paid to the undersigned on account of Interest (including Contingent Interest) accompanies this Security.

Your Name:                                                                                                                                                              

(Print your name exactly as it appears on the face of this Security)

Dated:                                                                                                                                                                          

Your Signature:                                                                                                                                                       

(Sign exactly as your name appears on the face of this Security)

Social Security or other Taxpayer Identification Number:                                                                       

Principal amount to be converted (if less than all): $                                                                                  

Signature Guarantee*:                                                                                                                                           

Fill in for registration of shares (if to be issued) and Securities (if to be delivered) other than to and in the name of the registered holder:

(Name)

(Street Address)

(City, State and Zip Code)

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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EXHIBIT F

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Apogent Technologies Inc.

30 Penhallow Street

Portsmouth, New Hampshire 03801

The Bank of New York

101 Barclay Street, Floor 8 West

New York, New York 10286

Attn: Corporate Trust Administration

Re: Floating Rate Senior Convertible Contingent Debt Securities (CODES) due 2033 (the “Securities”)

Reference is hereby made to the Indenture, dated as of December 17, 2003 (the “Indenture”), among Apogent Technologies Inc., as issuer (the “Company”), the subsidiary guarantors parties thereto and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $             aggregate principal amount of Securities, we confirm that:

1. We understand that any subsequent transfer of the Securities or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Securities or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2. We understand that the offer and sale of the Securities have not been registered under the Securities Act, and that the Securities and any interest therein may not be offered or sold 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 the Securities or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) pursuant to the provisions of Rule 144(k) under the Securities Act or (E) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Physical Security or beneficial interest in a Global Security from us in a transaction meeting the requirements of clause (C) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

F-1

3. We understand that, on any proposed resale of the Securities or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Securities purchased by us will bear a legend to the foregoing effect.

4. 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 Securities, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5. We are acquiring the Securities or beneficial interest therein purchased by us for our own 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 and the Company 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.

		[Insert Name of Accredited Investor]
	By:
	Name:
	Title:
Dated:

F-2

EXHIBIT G

FORM OF SUPPLEMENTAL INDENTURE TO ADD GUARANTORS

This Supplemental Indenture, dated as of [                    ] (this “Supplemental Indenture” or “Guarantee”), among [name of future Guarantor] (the “New Guarantor”), Apogent Technologies Inc. (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below, and The Bank of New York, as Trustee under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of December 17, 2003 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $300 million (up to $345 million if the Initial Purchasers’ option pursuant to the Purchase Agreement is exercised in full) of Floating Rate Senior Convertible Contingent Debt Securities (CODES) due 2033 of the Company (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 Supplemental Indenture 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 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 and the Company are authorized to execute 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 New Guarantor, 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 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.

G-1

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1. Agreement to be Bound. The New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 2.2. Guarantee. The New Guarantor hereby fully, unconditionally and irrevocably guarantees, 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 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 13 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 Guarantor shall be given as provided in the Indenture to the New Guarantor, 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.

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 or sufficiency of this Supplemental Indenture.

G-2

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.

G-3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[NEW GUARANTOR],
as a Guarantor
By:
	Name:
	Title:
THE BANK OF NEW YORK, as Trustee
By:
	Name:
	Title:
APOGENT TECHNOLOGIES INC.
By:
	Name:
	Title:
[GUARANTORS]
By:
	Name:
	Title:

G-4

EX-4.2

EXHIBIT 4.2

RESALE REGISTRATION RIGHTS AGREEMENT

among

APOGENT TECHNOLOGIES INC.,

AS ISSUER

and

THE SEVERAL SUBSIDIARY GUARANTORS

FROM TIME TO TIME PARTIES HERETO,

AS GUARANTORS

and

LEHMAN BROTHERS INC.

BANC OF AMERICA SECURITIES LLC

J.P. MORGAN SECURITIES INC.

CREDIT SUISSE FIRST BOSTON LLC

ABN AMRO ROTHSCHILD LLC

FLEET SECURITIES, INC.

SCOTIA CAPITAL (USA) INC.

SUNTRUST CAPITAL (USA) INC.

THE ROYAL BANK OF SCOTLAND PLC

HSBC SECURITIES (USA) INC.

DATED AS OF DECEMBER 17, 2003

TABLE OF CONTENTS

		Page
1.	Definitions	1
2.	Shelf Registration.	4
3.	Additional Amounts.	6
4.	Registration Procedures.	7
5.	Registration Expenses.	13
6.	Indemnification and Contribution	14
7.	Rule 144A.	17
8.	Participation in Underwritten Registrations.	17
9.	Selection of Underwriters.	17
10.	Miscellaneous.	18

RESALE REGISTRATION RIGHTS AGREEMENT, dated as of December 17, 2003, among Apogent Technologies Inc., a Wisconsin corporation (together with any successor entity, herein referred to as the “Issuer”), and the several subsidiary guarantors from time to time parties hereto (collectively, the “Guarantors”) and Lehman Brothers Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, ABN AMRO Rothschild LLC, Fleet Securities, Inc., Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc., The Royal Bank of Scotland plc and HSBC Securities (USA) Inc. (collectively, the “Initial Purchasers”).

Pursuant to the Purchase Agreement, dated December 12, 2003, among the Issuer, the Guarantors and the Initial Purchasers (the “Purchase Agreement”), the Initial Purchasers have agreed to purchase from the Issuer $300,000,000 aggregate principal amount of Floating Rate Senior Convertible Contingent Debt Securities (the “CODES”) due 2033 together with the several guarantees forming a part thereof (the “Guarantees” and, together with the CODES, the “Securities”) (or up to $345,000,000 aggregate principal amount of CODES to the extent the Initial Purchasers exercise their option to purchase additional Securities in full, as set forth in the Purchase Agreement). The CODES initially will be convertible into fully paid, nonassessable (subject to Section 180.0622(2)(b) of the Wisconsin Business Corporation Law) common stock, par value $0.01 per share, of the Issuer (the “Common Stock”) on the terms, and subject to the conditions, set forth in the Indenture (as defined herein). To induce the Initial Purchasers to purchase the Securities, the Issuer and the Guarantors have agreed, pursuant to the Purchase Agreement, to provide the registration rights set forth in this Agreement.

The parties hereby agree as follows:

1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Amounts: As defined in Section 3(a) hereof.

Additional Amounts Payment Date: Each Interest Payment Date.

Affiliate: As such term is defined in Rule 405 under the Securities Act.

Agreement: This Resale Registration Rights Agreement, as amended, modified or otherwise supplemented from time to time in accordance with the terms hereof.

Blue Sky Application: As defined in Section 6(a) hereof.

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

Business Day: A day other than a Saturday or Sunday or any day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.

Closing Date: The date of this Agreement.

Commission: Securities and Exchange Commission.

Common Stock: As defined in the preamble hereto.

Credit Agreement: The Credit Agreement dated as of July 29, 2003 among the Issuer, the Guarantors and the several lenders from time to time parties thereto, as such Credit Agreement is amended, modified or supplemented from time to time in accordance with the terms thereof.

Effectiveness Period: As defined in Section 2(a)(iii) hereof.

Effectiveness Target Date: As defined in Section 2(a)(ii) hereof.

Exchange Act: Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

Guarantees: As defined in the preamble hereto.

Guarantors: As defined in the preamble hereto.

Holder: A Person who owns, beneficially or otherwise, Transfer Restricted Securities.

Holder Questionnaire: As defined in Section 2(b) hereof.

Indemnified Holder: As defined in Section 6(a) hereof.

Indenture: The Indenture, dated as of December 17, 2003, among the Issuer, the Guarantors and The Bank of New York, as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.

Initial Purchasers: As defined in the preamble hereto.

Initial Shelf Filing Deadline: As defined in Section 2(a)(i) hereof.

Initial Shelf Registration Statement: As defined in Section 2(a)(i) hereof.

Interest Payment Date: As defined in the Indenture.

Issuer: As defined in the preamble hereto.

Majority of Holders: Holders holding more than 50% of the aggregate principal amount of CODES outstanding; provided that, for purpose of this definition, a holder of shares of Common Stock which constitute Transfer Restricted Securities when issued upon conversion of the CODES shall be deemed to hold an aggregate principal amount of CODES (in addition to the principal amount of CODES held by such holder) equal to the product of (x) the number of such shares of Common Stock received upon conversion of the CODES and then held by such holder and (y) the prevailing conversion price, such prevailing conversion price as determined in accordance with the Indenture.

NASD: National Association of Securities Dealers, Inc.

2

Person: An individual, partnership, corporation, unincorporated organization, limited liability company, trust, joint venture or a government or agency or political subdivision thereof.

Purchase Agreement: As defined in the preamble hereto.

Prospectus: The prospectus included in a Shelf Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Record Holder: With respect to any Additional Amounts Payment Date, each Person who is a Holder on the Record Date with respect to the Interest Payment Date on which such Additional Amounts Payment Date shall occur. In the case of a Holder of shares of Common Stock issued upon conversion of the Securities, “Record Holder” shall mean each Person who is a Holder of shares of Common Stock that constitute Transfer Restricted Securities on the Record Date preceding the relevant Additional Amounts Payment Date.

Registration Default: As defined in Section 3(a) hereof.

Record Date: As defined in the Indenture.

Roll-up Date: December 31, 2004 and the last day of any calendar month in which the consolidated net sales or consolidated total assets of the companies which are then guarantors of the CODES becomes less than 90% of the consolidated net sales or consolidated total assets, as the case may be, of the entities which then guarantee the Issuer’s obligations, or are subsidiary borrowers, under the Credit Agreement.

Sale Notice: As defined in Section 4(d) hereof.

Securities: As defined in the preamble hereto.

Securities Act: Securities Act of 1933, as amended, and the rules and resolutions of the Commission thereunder.

Selling Holders: Any Holder who sells or otherwise disposes of its CODES pursuant to a Shelf Registration Statement or who has provided to the Issuer a completed Selling Securityholder Notice and Questionnaire in the form of Exhibit A hereto.

Shelf Filing Deadline: As defined in Section 2(a)(ii) hereof.

Shelf Registration Statement: As defined in Section 2(a)(ii) hereof.

Suspension Notice: As defined in Section 4(c) hereof.

Suspension Period: As defined in Section 4(b)(i) hereof.

TIA: Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder, in each case, as in effect on the date the Indenture is qualified under the TIA.

3

Transfer Restricted Securities: Each Security and each share of Common Stock issued upon conversion of the CODES until the earlier of:

(i) the date on which such Security or such share of Common Stock issued upon conversion of the CODES has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statements;

(ii) the date on which such Security or such share of Common Stock issued upon conversion of the CODES is transferred in compliance with Rule 144 under the Securities Act or may be sold or transferred by a person who is not an Affiliate of the Issuer pursuant to Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder; or

(iii) the date on which such Security or such share of Common Stock issued upon conversion of the CODES ceases to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise).

Underwriters: Any underwriter participating in any distribution pursuant to a Shelf Registration Statement.

Underwritten Registration or Underwritten Offering: A transaction in which Securities registered with the Commission pursuant to this Agreement are to be sold to an Underwriter for reoffering to the public.

2. Shelf Registration.

(a) The Issuer and the Guarantors shall:

(i) not later than 90 days after the date hereof (the “Initial Shelf Filing Deadline”), cause to be filed a registration statement pursuant to Rule 415 under the Securities Act (together with any amendments thereto, and including any documents incorporated by reference therein, the “Initial Shelf Registration Statement”), which Initial Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;

(ii) not later than each Roll-up Date (each such date, together with the Initial Shelf Filing Deadline, is herein referred to as a “Shelf Filing Deadline”), cause to be filed a registration statement pursuant to Rule 415 under the Securities Act (each such registration statement, together with any amendments thereto, and including any documents incorporated by reference therein, is herein referred to as a “Shelf Registration Statement” and all such Shelf Registration Statements and the Initial Shelf Registration Statement are herein collectively referred to as the “Shelf Registration Statements”), which Shelf Registration Statement shall (A) reflect the guarantees by the entities who became guarantors on the Roll-up Date and (B) provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) hereof;

4

(iii) cause each Shelf Registration Statement to be declared effective by the Commission as promptly as is practicable, but in no event later than 180 days after the date hereof or 45 days after the applicable Roll-up Date, as the case may be (the “Effectiveness Target Date”); and

(iv) keep each Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act for a period (the “Effectiveness Period”) ending on the earliest of:

(1) two years following the last date of original issuance of the CODES;

(2) the date when all of the Holders of Transfer Restricted Securities are able to sell all such Transfer Restricted Securities immediately without volume, manner of sale and filing limitations pursuant to Rule 144(k) under the Securities Act or any successor rule thereto; and

(3) the date when all of the Transfer Restricted Securities are disposed of in accordance with the Shelf Registration Statements.

(b) To have its Transfer Restricted Securities included in the Shelf Registration Statement pursuant to this Agreement, each Holder shall complete the Selling Securityholder Notice and Questionnaire, the form of which is contained in Exhibit A to this Agreement and in Annex A to the Offering Memorandum relating to the CODES, subject to such additional changes as may be necessary or appropriate in order to comply with applicable law (the “Questionnaire”). The Issuer shall mail the Questionnaire not less than 20 Business Days prior to the time the Issuer intends in good faith to have the Shelf Registration Statement declared effective by the Commission. Upon receipt of a written request for additional information from the Issuer, each Holder who intends to be named as a selling securityholder in the Shelf Registration Statement shall furnish to the Issuer in writing, within 20 Business Days after such Holder’s receipt of such request, such additional information regarding such Holder and the proposed distribution by such Holder of its Transfer Restricted Securities, in connection with the Shelf Registration Statement or Prospectus or Preliminary Prospectus included therein and in any application to be filed with or under state securities law, as the Issuer may reasonably request. In connection with all such requests for information from Holders of Transfer Restricted Securities, the Issuer shall notify such Holders of the requirements set forth in this paragraph regarding their obligation to provide the information requested pursuant to this Section. Holders who have not delivered a Questionnaire prior to the effectiveness of the Shelf Registration Statement may receive a Questionnaire from the Issuer upon request. Upon receipt of such a completed Questionnaire from a Holder following the effectiveness of the Shelf Registration Statement, the Issuer shall, within 30 days of receipt by the Company of such Questionnaire, file such amendments to the Shelf Registration Statement or supplements to a related Prospectus as are necessary to permit such Holder to transfer its Transfer Restricted Securities pursuant to the Shelf Registration Statement and use reasonable best efforts to cause any post-effective amendment so filed to be declared effective promptly, provided, however, that the Issuer shall not be obligated to file more than one such amendment or supplement for all Holders during any one fiscal quarter. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be disclosed in order to make information previously furnished to the Issuer by such Holder not materially misleading.

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3. Additional Amounts.

(a) If:

(i) any Shelf Registration Statement is not filed with the Commission prior to or on the applicable Shelf Filing Deadline;

(ii) any Shelf Registration Statement has not been declared effective by the Commission prior to or on the applicable Effectiveness Target Date;

(iii) except as provided in Section 4(b)(i) hereof, any Shelf Registration Statement is filed and declared effective but, during the applicable Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or

(iv) (A) prior to or on the 45^th or 60^th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period,

(each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), the Issuer and the Guarantors jointly and severally hereby agree to pay additional amounts (“Additional Amounts”) with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured, accruing at a rate:

(A) in respect of the CODES, to each holder of CODES, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the CODES, and (y) with respect to the period commencing on the 91^st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the CODES; provided that in no event shall Additional Amounts accrue at a rate per year exceeding 0.50% of the principal amount of the CODES; and

(B) in respect of any shares of Common Stock, to each holder of shares of Common Stock issued upon conversion of CODES, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the principal amount of the converted CODES, and (y) with respect to the period commencing on the 91^st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of the converted CODES; provided that in no event shall Additional Amounts accrue at a rate per year exceeding 0.50% of the principal amount of the converted CODES.

6

(b) All accrued Additional Amounts shall be paid in arrears to Record Holders by the Issuer or the Guarantors on each Additional Amounts Payment Date by wire transfer of immediately available funds or by federal funds check. Following the cure of all Registration Defaults relating to any particular CODES or share of Common Stock issued upon conversion of the CODES, the accrual of Additional Amounts with respect to such CODES or share of Common Stock will cease. The Issuer and the Guarantors agree to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Amounts.

All obligations of the Issuer and the Guarantors set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such Security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full.

The Additional Amounts set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for such Registration Default.

4. Registration Procedures.

(a) In connection with the registration of the Securities, the Issuer and the Guarantors shall comply with all the provisions of Section 4(b) hereof and shall effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto, shall as expeditiously as possible prepare and file with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the Securities Act.

(b) In connection with the Shelf Registration Statements and any Prospectuses required by this Agreement to permit the sale or resale of Transfer Restricted Securities, the Issuer and the Guarantors shall:

(i) Subject to any notice by the Issuer and the Guarantors in accordance with Section 4(c) of the existence of any fact or event of the kind described in Section 4(b)(iv), keep the Shelf Registration Statements continuously effective during the Effectiveness Period; upon the occurrence of any event that would cause any Shelf Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not be effective and usable for resale of Transfer Restricted Securities during the Effectiveness Period, the Issuer shall file promptly an appropriate amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), cause any such amendment to be declared effective and the Shelf Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter. Notwithstanding the foregoing, the Issuer or the Guarantors may suspend the effectiveness of any Shelf Registration Statement by written notice to the Holders for a period not to exceed an aggregate of 45 days in any 90-day period (each such period, a “Suspension Period”) if:

(x) an event occurs and is continuing as a result of which the Shelf Registration Statement would, in the Issuer’s judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and

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(y) the Issuer reasonably determines that the disclosure of such event at such time would have a material adverse effect on the business of the Issuer and its subsidiaries taken as a whole;

provided that in the event the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the Issuer’s ability to consummate such transaction, the Issuer may extend a Suspension Period from 45 days to 60 days; provided, however, that Suspension Periods shall not exceed an aggregate of 90 days in any 360-day period.

(ii) Prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statements as may be necessary to keep the Shelf Registration Statements effective during the Effectiveness Period; cause the Prospectuses to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statements during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statements or supplement to the Prospectuses.

(iii) Cause any entity that becomes a Guarantor after the date hereof to promptly execute and deliver an acknowledgement, the form of which is attached hereto as Exhibit B, pursuant to Section 13.5 of the Indenture acknowledging that such entity shall become a party to this Agreement.

(iv) Advise the Underwriter(s), if any, and Selling Holders promptly (but in any event within five Business Days) and, if requested by such Persons, to confirm such advice in writing:

(A) when any Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective,

(B) of any request by the Commission for amendments to any Shelf Registration Statement or amendments or supplements to any Prospectus or for additional information relating thereto,

(C) of the issuance by the Commission of any stop order suspending the effectiveness of any Shelf Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, or

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(D) of the existence of any fact or the happening of any event, during the Effectiveness Period, that makes any statement of a material fact made in any Shelf Registration Statement, the Prospectus contained therein, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf Registration Statement or the Prospectus in order to make the statements therein not misleading.

If at any time the Commission shall issue any stop order suspending the effectiveness of any Shelf Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Issuer and the Guarantors shall obtain the withdrawal or lifting of such order at the earliest possible time and will provide to the Initial Purchasers and each Holder who is named in the Shelf Registration Statement prompt notice of the withdrawal of any such order.

(v) Furnish to each of the Selling Holders and each of the Underwriter(s), if any, before filing with the Commission, a copy of each Shelf Registration Statement and copies of any Prospectus included therein or any amendments or supplements to the Shelf Registration Statement or Prospectus (other than documents incorporated by reference after the initial filing of the Shelf Registration Statement), which documents will be subject to the review of such Selling Holders and Underwriter(s), if any, for a period of at least ten Business Days (in the case of the Shelf Registration Statement and Prospectus) and two Business Days (in the case of any amendment or supplement thereto), and neither the Issuer nor the Guarantors will file the Shelf Registration Statement or Prospectus or any amendment or supplement to the Shelf Registration Statement or Prospectus (other than documents incorporated by reference) to which a Selling Holder of Transfer Restricted Securities covered by the Shelf Registration Statement or the Underwriter(s), if any, shall reasonably object prior to the filing thereof. A Selling Holder or Underwriter, if any, shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission.

(vi) Make available at reasonable times for inspection by one or more representatives of the Selling Holders, designated in writing by a Majority of Holders whose Transfer Restricted Securities are included in any Shelf Registration Statement, any Underwriter, and any attorney or accountant retained by such Selling Holders or any of the Underwriter(s), all financial and other records, pertinent corporate documents and properties of the Issuer and the Guarantors as shall be reasonably necessary to enable them to conduct a reasonable investigation within the meaning of Section 11 of the Securities and exercise any applicable due diligence responsibilities, and cause the Issuer’s and the Guarantors’ officers, directors, managers and employees to supply all information reasonably requested by any such representative or representatives of the Selling Holders, Underwriter, attorney or

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accountant in connection with the Shelf Registration Statement after the filing thereof and before its effectiveness, provided, however, that any information designated by the Issuer as confidential at the time of delivery of such information shall be kept confidential by the recipient thereof.

(vii) If requested by any Selling Holders, promptly incorporate in each Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders and Underwriter(s), if any, may reasonably request to have included therein, including, without limitation: (1) information relating to the “Plan of Distribution” of the Transfer Restricted Securities, (2) information with respect to the principal amount of Securities or number of shares of Common Stock being sold to such Underwriter(s), (3) the purchase price being paid therefor and (4) any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after the Issuer and the Guarantors are notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment.

(viii) Furnish to each Selling Holder and each of the Underwriter(s), if any, without charge, at least one copy of each Shelf Registration Statement, as first filed with the Commission, and of each amendment thereto (and any documents incorporated by reference therein or exhibits thereto (or exhibits incorporated in such exhibits by reference) as such Person may request); provided, however, that if such materials have been filed with the Commission by electronic transmission pursuant to EDGAR, this requirement shall be deemed satisfied unless such Selling Holder or Underwriter requests a paper copy thereof.

(ix) Deliver to each Selling Holder and each of the Underwriter(s), if any, without charge, as many copies of each Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons reasonably may request; subject to any notice by the Issuer in accordance with this Section 4(b) of the existence of any fact or event of the kind described in Section 4(b)(i) or Section 4(b)(iv) (D), the Issuer and the Guarantors hereby consent to the use of each Prospectus and any amendment or supplement thereto by each of the Selling Holders and each of the Underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto.

(x) The Issuer and the Guarantors shall:

(A) upon request, furnish to each Selling Holder and each Underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to Underwriters in primary Underwritten Offerings for Selling Holders, upon the date of closing of any sale of Transfer Restricted Securities in an Underwritten Registration:

(1) a certificate, dated the date of such closing, signed by the Chief Financial Officer of the Issuer and of each of the Guarantors confirming, as of the date thereof, the matters set forth in Section 5(f) of the Purchase Agreement and such other matters as such parties may reasonably request;

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(2) opinions, each dated the date of such closing, of counsel to the Issuer and the Guarantors covering such of the matters as are customarily covered in legal opinions to Underwriters in connection with Underwritten Offerings of securities; and

(3) customary comfort letters, dated the date of such closing, from the Issuer’s and the Guarantors’ independent accountants (and from any other accountants whose report is contained or incorporated by reference in the Shelf Registration Statements) in the customary form and covering matters of the type customarily covered in comfort letters to Underwriters in connection with Underwritten Offerings of securities;

(B) set forth in full in the underwriting agreement, if any, indemnification provisions and procedures which provide rights no less protective than those set forth in Section 6 hereof with respect to all parties to be indemnified; and

(C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Selling Holders pursuant to this clause (x).

(xi) Before any public offering of Transfer Restricted Securities, cooperate with the Selling Holders, the Underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions in the United States as the Selling Holders or Underwriter(s), if any, may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statements; provided, however, that neither the Issuer nor any Guarantor shall be required (A) to register or qualify as a foreign corporation or a dealer of securities where it is not now so qualified or to take any action that would subject it to the service of process in any jurisdiction where it is not now so subject or (B) to subject itself to taxation in any such jurisdiction if it is not now so subject.

(xii) Cooperate with the Selling Holders and the Underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends (unless required by applicable securities laws); and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the Underwriter(s), if any, may request at least two Business Days before any sale of Transfer Restricted Securities made by such Underwriter(s); provided, that such Securities may be evidenced by one or more global securities deposited with the Trustee as custodian for The Depository Trust Company, and registered in the name of its nominee.

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(xiii) Use their reasonable best efforts to cause the Transfer Restricted Securities covered by the Shelf Registration Statements to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the Underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities.

(xiv) Subject to Section 4(b)(i) hereof, if any fact or event contemplated by Section 4(b)(iv)(D) hereof shall exist or have occurred, use their reasonable best efforts to prepare a supplement or post-effective amendment to each Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

(xv) Provide CUSIP numbers for all Transfer Restricted Securities not later than the effective date of the Initial Shelf Registration Statement and provide the Trustee under the Indenture with certificates for the Securities that are in a form eligible for deposit with The Depository Trust Company.

(xvi) Cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter that is required to be retained in accordance with the rules and regulations of the NASD.

(xvii) Otherwise use their reasonable best efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the Exchange Act.

(xviii) Cause the Indenture to be qualified under the TIA not later than the effective date of the Initial Shelf Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the holders of CODES to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use their reasonable best efforts to cause the Trustee thereunder to execute all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

(xix) Cause all Transfer Restricted Securities covered by the Shelf Registration Statements to be listed or quoted, as the case may be, on each securities exchange or automated quotation system on which similar securities issued by the Issuer are then listed or quoted.

(xx) Provide to each Holder upon written request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act after the effective date of the Initial Shelf Registration Statement.

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(xxi) If requested by the Underwriters, make appropriate officers of the Issuer and the Guarantors available to the Underwriters for meetings with prospective purchasers of the Transfer Restricted Securities and prepare and present to potential investors customary “road show” or marketing materials in a manner consistent with other new issuances of other securities similar to the Transfer Restricted Securities.

(c) Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice (a “Suspension Notice”) from the Issuer of the existence of any fact of the kind described in Section 4(b)(i) or Section 4(b)(iv)(D) hereof, such Holder will, and will use its reasonable best efforts to cause any Underwriter(s) in an Underwritten Offering to, forthwith discontinue disposition of Transfer Restricted Securities pursuant to any Shelf Registration Statement until:

(i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 4(b)(xiv) hereof; or

(ii) such Holder is advised in writing by the Issuer that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in any Prospectus.

If so directed by the Issuer, each Holder will deliver to the Issuer (at the Issuer’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice of suspension.

(d) Upon the effectiveness of the Initial Shelf Registration Statement, each Holder shall notify the Issuer at least three Business Days prior to any intended distribution of Transfer Restricted Securities pursuant to the Shelf Registration Statements (a “Sale Notice”), which notice shall be effective for five Business Days. Each Holder of Transfer Restricted Securities, by accepting the same, agrees to hold any communication by the Issuer in response to a Sale Notice in confidence. In any Sale Notice the Holder must (i) identify the sale as a transfer pursuant to the Shelf Registration Statements, (ii) certify that the prospectus delivery requirements, if any, of the Securities Act have been complied with; and (iii) certify that the Selling Holder and the aggregate principal amount of CODES or number of shares of Common Stock, as the case may be, owned by such Holder are identified in the related Prospectus in accordance with the applicable rules and regulations under the Securities Act.

5. Registration Expenses. (a) (a) All expenses incident to the Issuer’s and the Guarantors’ performance of or compliance with this Agreement shall be borne by the Issuer regardless of whether any Shelf Registration Statement becomes effective, including, without limitation:

(i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD);

(ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws;

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(iii) all expenses of printing (including printing of Prospectuses and certificates for the Common Stock to be issued upon conversion of the CODES) and the Issuer’s expenses for messenger and delivery services and telephone;

(iv) all fees and disbursements of counsel to the Issuer and the Guarantors and, subject to Section 5(b) below, the Holders of Transfer Restricted Securities;

(v) all application and filing fees in connection with listing (or authorizing for quotation) the Common Stock on a national securities exchange or automated quotation system pursuant to the requirements hereof; and

(vi) all fees and disbursements of independent certified public accountants of the Issuer (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Issuer and the Guarantors shall bear their internal expenses (including, without limitation, all salaries and expenses of their respective officers and employees performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuer and the Guarantors.

(b) In connection with the Shelf Registration Statements required by this Agreement, including any amendment or supplement thereto, and any other documents delivered to any Holders, the Issuer shall reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to any Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, which shall be chosen by a Majority of the Holders for whose benefit the Shelf Registration Statement is being prepared.

6. Indemnification and Contribution. (a) Each of the Issuer and the Guarantors shall indemnify and hold harmless each Holder, such Holder’s officers, directors and employees and each person, if any, who controls such Holder within the meaning of the Securities Act (each, an “Indemnified Holder”), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Transfer Restricted Securities), to which such Indemnified Holder may become subject, insofar as any such loss, claim, damage, liability or action arises out of, or is based upon:

(i) any untrue statement or alleged untrue statement of a material fact contained in (A) any Shelf Registration Statement, Prospectus or amendment or supplement thereto or (B) any blue sky application or other document or any amendment or supplement thereto prepared or executed by the Issuer (or based upon written information furnished by or on behalf of the Issuer expressly for use in such blue sky application or other document or amendment on supplement) filed in any jurisdiction specifically for the purpose of qualifying any or all of the Transfer Restricted Securities under the securities law of any state or other jurisdiction (such application or document being hereinafter called a “Blue Sky Application”); or

(ii) the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,

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and shall reimburse each Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred by such Indemnified Holder in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Issuer nor any Guarantor shall be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Shelf Registration Statement, Prospectus or amendment or supplement thereto or any Blue Sky Application in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Holder (or its related Indemnified Holder) specifically for use therein. The foregoing indemnity agreement is in addition to any liability which the Issuer and the Guarantors may otherwise have to any Indemnified Holder.

(b) Each Holder, severally and not jointly, shall indemnify and hold harmless the Issuer and the Guarantors, their respective officers, directors and employees and each person, if any, who controls the Issuer or the Guarantors within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Issuer, the Guarantors or any such officer, director, employee or controlling person may become subject, insofar as any such loss, claim, damage or liability or action arises out of, or is based upon:

(i) any untrue statement or alleged untrue statement of any material fact contained in any Shelf Registration Statement, Prospectus or amendment or supplement thereto or any Blue Sky Application; or

(ii) the omission or the alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,

but in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Holder (or its related Indemnified Holder) specifically for use therein, and shall reimburse the Issuer, the Guarantors and any such officer, director, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Issuer, the Guarantors or any such officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which any Holder may otherwise have to the Issuer, the Guarantors or any of their respective officers, directors, employees or controlling persons.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent it has been materially prejudiced by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel

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satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that Holders shall have the right to employ a single counsel to represent jointly the Holders and their respective officers, directors, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Holders against the Issuer, the Guarantors or any of their respective officers, directors, employees or controlling persons under this Section 6, if the Holders seeking indemnification shall have been advised by legal counsel that there may be one or more legal defenses available to them and their respective officers, directors, employees and controlling persons that are different from or additional to those available to the Issuer, the Guarantors and their respective officers, directors, employees and controlling persons, and the fees and expenses of a single separate counsel shall be paid by the Issuer and the Guarantors. No indemnifying party shall:

(i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld) settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, or

(ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d) If the indemnification provided for in this Section 6 shall for any reason be unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b) in respect of any loss, claim, damage or liability (or action in respect thereof) referred to therein, each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability (or action in respect thereof):

(i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer from the offering and sale of the Transfer Restricted Securities on the one hand and a Holder with respect to the sale by such Holder of the Transfer Restricted Securities on the other, or

(ii) if the allocation provided by clause (6)(d)(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 6(d)(i) but also the relative fault of the Issuer on the one hand and the Holders on the other in connection with the statements or omissions or alleged statements or alleged omissions that resulted in such loss, claim, damage or liability (or action in respect thereof), as well as any other relevant equitable considerations.

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The relative benefits received by the Issuer on the one hand and a Holder on the other with respect to such offering and such sale shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities purchased under the Purchase Agreement (before deducting expenses) received by the Issuer, on the one hand, bear to the total proceeds received by such Holder with respect to its sale of Transfer Restricted Securities on the other. The relative fault of the parties shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer and the Guarantors on the one hand or the Holders on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Issuer, the Guarantors and each Holder agree that it would not be just and equitable if the amount of contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this paragraph (d). The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 6 shall be deemed to include, for purposes of this Section 6, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending or preparing to defend any such action or claim. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Transfer Restricted Securities purchased by it were resold exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute as provided in this Section 6(d) are several and not joint.

7. Rule 144A. In the event the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer and each of the Guarantors hereby agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

8. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder:

(i) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements; and

(ii) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

9. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statements who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering if approved by the Issuer. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by a Majority of Holders whose Transfer Restricted Securities are included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Issuer.

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10. Miscellaneous.

(a) Remedies. The Issuer and the Guarantors acknowledge and agree that any failure by the Issuer or the Guarantors to comply with their obligations under Section 2 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuer’s and the Guarantors’ obligations under Section 2 hereof. The Issuer and the Guarantors further agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) Adjustments Affecting Transfer Restricted Securities. The Issuer and the Guarantors shall not, directly or indirectly, take any action with respect to the Transfer Restricted Securities as a class that would adversely affect the ability of the Holders of Transfer Restricted Securities to include such Transfer Restricted Securities in a registration undertaken pursuant to this Agreement.

(c) No Inconsistent Agreements. The Issuer and the Guarantors will not, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. In addition, the Issuer shall not grant to any of its security holders (other than the Holders of Transfer Restricted Securities in such capacity) the right to include any of its securities in the Shelf Registration Statement provided for in this Agreement other than the Transfer Restricted Securities. The Issuer has not previously entered into any agreement (which has not expired or been terminated) granting any registration rights with respect to its securities to any Person which rights conflict with the provisions hereof.

(d) Amendments and Waivers. This Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of a Majority of Holders or such greater percentage of the Holders as required by the Indenture.

(e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, facsimile transmission, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the registrar under the Indenture or the transfer agent of the Common Stock, as the case may be; and

(ii) if to the Issuer or any of the Guarantors:

Apogent Technologies Inc.

30 Penhallow Street

Suite 300

Portsmouth, New Hampshire 03801

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Attention: Michael K. Bresson, Esq.

Fax: 603-436-3719

Telephone: 603-433-6131, ext. 700

With a copy to:

Quarles & Brady LLP

411 East Wisconsin Avenue

Suite 2040

Milwaukee, Wisconsin 53202-4497

Fax: (414) 271-3552

Telephone: (414) 277-5169

Attention: Joseph Masterson, Esq.

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if transmitted by facsimile; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and any entity that became a Guarantor after the date hereof, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that (i) this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder and (ii) nothing contained herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities, in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement.

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) Securities Held by the Issuer or Its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Transfer Restricted Securities is required hereunder, Transfer Restricted Securities held by the Issuer or its “affiliates” (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(i) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(j) Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

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(k) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(l) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuer and the Guarantors with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

20

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

APOGENT TECHNOLOGIES INC.
By	/s/ Dennis Brown
	Dennis Brown
	Chief Financial Officer

ABGENE INC.

APOGENT FINANCE COMPANY

APOGENT HOLDING COMPANY

APOGENT SERVICE CORPORATION

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.

GENEVAC INC.

G&P LABWARE HOLDINGS 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/ Dennis Brown
	Dennis Brown
	Vice President

METAVAC LLC
By:	The Naugatuck Glass Company
	Sole Member and Manager
	By	/s/ Dennis Brown
		Dennis Brown
		Vice President

LEHMAN BROTHERS INC.
FOR ITSELF AND ON BEHALF OF THE
SEVERAL INITIAL PURCHASERS
BY LEHMAN BROTHERS INC.
By	/s/    BRIAN A. MCCARTHY
	Authorized Representative

EXHIBIT A

APOGENT TECHNOLOGIES INC.

FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

The undersigned beneficial holder of Floating Rate Senior Convertible Contingent Debt Securities (the “CODES”) due 2033 of Apogent Technologies Inc. (the “Issuer”), or common stock, par value $0.01 per share (the “Shares” and together with the CODES, the “Transfer Restricted Securities”) of the Issuer understands that the Issuer and the subsidiary guarantors of the CODES (the “Guarantors”) have filed, or intend to file, with the Securities and Exchange Commission (the “Commission”) one or more registration statements (collectively, the “Shelf Registration Statement”), for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Transfer Restricted Securities in accordance with the terms of the Resale Registration Rights Agreement, dated as of December 17, 2003 (the “Registration Rights Agreement”) between the Issuer, the Guarantors (as defined therein) and Lehman Brothers Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, ABN AMRO Rothschild LLC, Fleet Securities, Inc., Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc., The Royal Bank of Scotland plc and HSBC Securities (USA) Inc. (collectively, the “Initial Purchasers”). A copy of the Registration Rights Agreement is available from the Issuer upon request at the address set forth below. All capitalized terms not otherwise defined herein have the meaning ascribed thereto in the Registration Rights Agreement.

Each beneficial owner of Transfer Restricted Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a selling securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions, as described below).

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related Prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Transfer Restricted Securities hereby gives notice to the Issuer of its intention to sell or otherwise dispose of Transfer Restricted Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the Shelf Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Issuer, the Guarantors, the Issuer’s and the Guarantors’ respective directors, the Issuer’s officers who sign the Shelf Registration Statement and each person, if any, who controls the Issuer or the Guarantors within the meaning of either Section 15 of the Securities Act or Section 20

A-1

of the Exchange Act, from and against certain losses arising in connection with statements concerning the undersigned made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire.

The undersigned hereby provides the following information to the Issuer and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

1. Information Regarding Selling Securityholder

(a) Full legal name of Selling Securityholder:                                                                                                                        

(b) Full legal name of registered holder (if not the same as (a) above) through which Transfer Restricted Securities listed in Item (3) below are held:

(c) Is the Selling Securityholder an SEC-reporting company? If so, list below the individual or individuals who exercise dispositive powers with respect to the CODES, and the voting and/or dispositive powers with respect to the common stock underlying the CODES.

(d) Are you a broker-dealer registered pursuant Section 15 of the Exchange Act?

¨ Yes.

¨ No.

(e) If your response to Item 1(d) above is no, are you an “affiliate” of a broker-dealer registered pursuant to Section 15 of the Exchange Act?

¨ Yes.

¨ No.

For the purposes of this Item 1(e), an “affiliate” of a registered broker-dealer shall include any company that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such broker-dealer, and does not include any individuals employed by such broker-dealer or its affiliates.

(f) Full legal name of person through which you hold the Transfer Restricted Securities — (i.e. name of your broker or the DTC participant, if applicable, through which your Transfer Restricted Securities are held):

Name of broker:                                                                                                                                                                

DTC No.:                                                                                                                                                                             

Contact person:                                                                                                                                                                 

Telephone No.:                                                                                                                                                                  

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2. Address for Notices to Selling Securityholders

Telephone:                                                                                                                                                                        

Fax:                                                                                                                                                                                     

Contact Person:                                                                                                                                                               

3. Beneficial Ownership of Transfer Restricted Securities

(a) Type of Transfer Restricted Securities beneficially owned, and principal amount of Securities or number of shares of Common Stock, as the case may be, beneficially owned:                                                

(b) CUSIP No(s). of such Transfer Restricted Securities beneficially owned:                                                          

4. Beneficial Ownership of the Issuer’s Securities Owned by the Selling Securityholder

Except as set forth below in this Item (4), the undersigned is not the beneficial or registered owner of any securities of the Issuer other than the Transfer Restricted Securities listed above in Item (3) (“Other Securities”).

(a) Type and amount of Other Securities beneficially owned by the Selling Securityholder:                               

(b) CUSIP No(s). of such Other Securities beneficially owned:                                                                                       

5. Relationship with the Issuer

(a) Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Issuer (or its predecessors or affiliates) during the past three years.

State any exceptions here:                                                                                                                                                       

(b) If the Selling Securityholder is a registered broker-dealer, except as set forth below, (i) neither the undersigned nor any of its affiliates has purchased the Transfer Restricted Securities other than in the ordinary course of business, and (ii) at the time of the purchase of the Transfer Restricted Securities to be registered, there was no agreement or understanding, written or otherwise, with any person to distribute any such Transfer Restricted Securities.

State any exceptions here:                                                                                                                                                       

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6. Plan of Distribution

Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all). Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent’s commissions. Such Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions):

(i) on any national securities exchange or quotation service on which the Transfer Restricted Securities may be listed or quoted at the time of sale;

(ii) in the over-the-counter market;

(iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

(iv) through the writing of options.

In connection with sales of the Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:                                                                                                                                                                

Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prior agreement of the Issuer.

7. Instructions for Delivery of Questionnaire

Please return the completed and executed Questionnaire to Apogent Technologies Inc. at:

Apogent Technologies Inc.

30 Penhallow Street

Suite 300

Portsmouth, New Hampshire 03801

Attention: General Counsel

A-4

Acknowledgments

The undersigned acknowledges that it understands its obligation to comply with the provisions of the Exchange Act and the rules and regulations promulgated thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions.

The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Issuer has agreed under certain circumstances to indemnify the Selling Securityholders against certain liabilities.

In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Issuer of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth above.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by the Issuer in connection with the preparation or amendment of the Shelf Registration Statement and the related Prospectus.

Once this Notice and Questionnaire is executed by the undersigned and received by the Issuer, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Issuer and the undersigned with respect to the Transfer Restricted Securities beneficially owned by the undersigned and listed in Item (3) above. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Date:                        

Beneficial Owner
By:
	Name:
	Title:
	Date:

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EXHIBIT B

Form of Acknowledgement to Add Guarantors

Reference is hereby made to the Resale Registration Rights Agreement, dated as of December 17, 2003 among Apogent Technologies Inc., a Wisconsin corporation, the Guarantors parties thereto and Lehman Brothers Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, ABN AMRO Rothschild LLC, Fleet Securities, Inc., Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc., The Royal Bank of Scotland plc and HSBC Securities (USA) Inc., as Initial Purchasers (the “Agreement”; all capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement).

From and after the date of this acknowledgement, the undersigned acknowledges and agrees that it shall become a party to the Agreement, shall have the rights and obligations of a Guarantor thereunder and shall be bound by the terms thereof insofar as such terms are applicable to it.

The undersigned further agrees that it will perform in accordance with the terms of the Agreement all obligations that are required to be performed by it as a Guarantor thereunder.

[New Guarantor]

By:

Name:

Title:

Dated this      day of             , 20    .

B-1

EX-4.3

EXHIBIT 4.3

$300,000,000 AGGREGATE PRINCIPAL AMOUNT

APOGENT TECHNOLOGIES INC.

Floating Rate Senior Convertible Contingent Debt Securities (CODES) due 2033

PURCHASE AGREEMENT

December 12, 2003

LEHMAN BROTHERS INC.

as Representative of the

several Initial Purchasers listed

in Schedule I hereto

c/o Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

Apogent Technologies Inc., a Wisconsin corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell $300,000,000 aggregate principal amount of its Floating Rate Senior Convertible Contingent Debt Securities (the “CODES”) due 2033, with the several guarantees (the “Guarantees” and together with the CODES, the “Firm Securities”) of certain of the Company’s subsidiaries parties hereto (the “Guarantors”) to the several initial purchasers listed in Schedule I hereto (collectively, the “Initial Purchasers”) for whom Lehman Brothers Inc. is acting as representative (the “Representative”). In addition, the Company proposes to grant to the Initial Purchasers an option (the “Option”) to purchase up to an additional $45,000,000 aggregate principal amount of its Floating Rate Senior Convertible Contingent Debt Securities due 2033 guaranteed by the Guarantors (the “Option Securities” and, together with the Firm Securities, the “Securities”). This is to confirm the agreement between the Company, the Guarantors and the Initial Purchasers concerning the offer, issue and sale of the Securities.

The Securities will be issued pursuant to an indenture (the “Indenture”) to be dated as of the First Delivery Date (as defined in Section 2(a)), among the Company, the Guarantors and The Bank of New York, as Trustee (the “Trustee”). The CODES will be convertible into duly and validly authorized, fully paid and nonassessable shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (such shares, the “Conversion Shares”) on the terms, and subject to the conditions, set forth in the Indenture.

The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), in reliance upon an exemption therefrom.

Holders of the Securities (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Resale Registration Rights Agreement, dated as of the First Delivery Date, among the Company, the Guarantors and the Initial Purchasers (the “Registration Rights Agreement”), pursuant to which the Company and the Guarantors will agree to file with the Commission one or more shelf registration statements pursuant to Rule 415 under the Securities Act (each, a “Registration Statement”) covering the resale of the Securities and the Conversion Shares, and to use their best efforts to cause each Registration Statement to be declared effective, in each case within the time periods specified therein.

This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the “Transaction Documents”.

1. Representations, Warranties and Agreements of the Company and the Guarantors. Each of the Company and the Guarantors jointly and severally represents, warrants to and agrees with, the Initial Purchasers that:

(a) The Company and the Guarantors have prepared a preliminary offering memorandum dated December 12, 2003 (the “Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company, the Guarantors, the Securities, the Common Stock and the Registration Rights Agreement, in each case, in form and substance satisfactory to you. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. As used in this Agreement, “Preliminary Offering Memorandum” or “Offering Memorandum” means the Preliminary Memorandum or Offering Memorandum, as the case may be, including the Incorporated Documents (as described below). The Preliminary Offering Memorandum, as of its date did not, and the Offering Memorandum, as of the date hereof does not and as of any Delivery Date (as defined in Section 2(b)) will not, and any amendment or supplement thereto, will not as of its respective date, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, the Company and the Guarantors make no representation or warranty as to information contained in or omitted from the Preliminary Offering Memorandum or the Offering Memorandum in reliance upon and in conformity with the written information furnished to the Company by or on the behalf of the Initial Purchasers specifically for inclusion therein.

(b) The documents deemed incorporated by reference in the Offering Memorandum which are listed under the heading “Where You Can Find More Information” in the Offering Memorandum (the “Incorporated Documents”), when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to

the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), and none of such documents contained, as of such dates, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Offering Memorandum, when such documents are filed with Commission will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 6 and their compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers, the offer, resale and delivery of the Securities by the Initial Purchasers and the conversion of the Securities into Conversion Shares, in each case in the manner contemplated by this Agreement, the Indenture, the Registration Rights Agreement and the Offering Memorandum, to register the Securities or the Conversion Shares under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”).

(d) Except as disclosed in the Offering Memorandum, there is no relationship, direct or indirect, between or among the Company and the Guarantors, on the one hand, and the directors, executive officers, shareholders, customers or suppliers of the Company or the Guarantors, on the other hand, required to be described under Item 404 of Regulation S-K under the Securities Act.

(e) KPMG LLP (the “Accountants”) are independent public accountants with respect to the Company and its subsidiaries as required by the Securities Act.

(f) Neither the Company nor any of its subsidiaries has sustained, since the date of the latest audited financial statements included in the Offering Memorandum, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree (a “Material Loss”), otherwise than as set forth or contemplated in the Offering Memorandum; and, since such date, there has not been any change in the capital stock, short-term debt or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, consolidated financial position, stockholders’ equity, results of operations, business or prospects of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Offering Memorandum.

(g) The consolidated financial statements included in the Preliminary Offering Memorandum and Offering Memorandum (and any amendment or supplement thereto), together with related schedules and notes, present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its subsidiaries on

the basis stated therein at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved; the supporting schedules, if any, included in the Preliminary Offering Memorandum or the Offering Memorandum present fairly in accordance with generally accepted accounting principles the information required to be stated therein; and the other financial and statistical information and data set forth in the Preliminary Offering Memorandum and Offering Memorandum (and any amendment or supplement thereto) are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company.

(h) Each of the Company and its corporate subsidiaries which is a Guarantor or a “significant subsidiary” within the meaning of Regulation S-X under the Securities Act, have been duly incorporated, are validly existing as corporations in good standing (or equivalent status), and each limited liability company Guarantor has been duly organized and is validly existing as a limited liability company in good standing (or equivalent status), in each case, under the laws of their respective jurisdiction of incorporation or organization, as the case may be, and have the corporate power and authority to carry on their respective businesses as described in the Offering Memorandum and to own, lease and operate their respective properties, and each is duly qualified and is in good standing (or equivalent status) as a foreign corporation or limited liability company authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, prospects, financial condition or results of operations of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

(i) The Company has an authorized capitalization as set forth in the Offering Memorandum under the heading “Capitalization”; all of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and, subject to Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, non-assessable; and the capital stock of the Company conforms in all material respects to the description thereof contained in the Offering Memorandum.

(j) All of the outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and validly issued and are fully paid and, subject to Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, non-assessable, and are owned by the Company, directly or indirectly through one or more subsidiaries, free and clear of any security interest, liens, encumbrances, equities, claims or adverse interests of any nature (each, a “Lien”). The Company also owns an indirect 49% interest in its joint venture with Kimble Glass Inc. and owns a 50% interest in the voting shares of Erie-Watala Glass Company Limited, its joint venture in Hong Kong.

(k) Each of the Company and the Guarantors has all necessary corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder; this Agreement and the transactions contemplated hereby have been duly authorized by the Company and the Guarantors; when this Agreement is duly executed and delivered by the Company and the Guarantors, assuming due authorization, execution and delivery by the Initial Purchasers, it will be a legally valid and binding agreement of the Company and the Guarantors.

(l) Each of the Company and the Guarantors has all necessary corporate power and authority to execute and deliver the Indenture and perform its obligations thereunder; the Indenture has been duly authorized by the Company and the Guarantors and, upon the effectiveness of the initial Registration Statement, will be qualified under the Trust Indenture Act; when the Indenture is duly executed and delivered by the Company and the Guarantors and, assuming due authorization, execution and delivery of the Indenture by the Trustee, will constitute a legally valid and binding agreement of the Company and the Guarantors enforceable against the Company and the Guarantors, in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, subject to general principles of equity and to limitations on availability of equitable relief, including specific performance (whether considered in a proceeding in equity or at law); and the Indenture conforms in all material respects to the description thereof contained in the Offering Memorandum.

(m) The Company has all necessary corporate power and authority to execute, issue and deliver the CODES and perform its obligations thereunder; the CODES have been duly authorized by the Company and when the CODES are executed, authenticated and issued in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers pursuant to this Agreement on the applicable Delivery Date, assuming due authentication of the CODES by the Trustee, such CODES will constitute legally valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, subject to general principles of equity and to limitations on availability of equitable relief, including specific performance (whether considered in a proceeding in equity or at law); and the CODES will, when issued, conform in all material respects to the description thereof contained in the Offering Memorandum.

(n) Each of the guarantors that guarantees the Company’s $500.0 million bank credit facility is a Guarantor of the Securities. Each of the Guarantors has all necessary corporate power and authority to execute, issue and deliver the Guarantees and perform its obligations thereunder; the Guarantees have been duly authorized by each of the Guarantors and when the Guarantees are duly endorsed on the CODES in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers pursuant to this Agreement on the applicable Delivery Date, assuming due authentication of the CODES by the Trustee, such Guarantees will constitute legally valid and binding obligations of each of the Guarantors, entitled to the benefits of the Indenture and enforceable against each of the Guarantors in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, subject to general principles of equity and to limitations on availability of equitable relief, including specific performance (whether considered in a proceeding in equity or at law); and the Guarantees will, when issued, conform in all material respects to the description thereof contained in the Offering Memorandum.

(o) The Conversion Shares have been duly and validly authorized and reserved for issuance upon conversion of the Securities and are free of preemptive rights; and all Conversion Shares, when so issued and delivered upon such conversion in accordance with the terms of the Indenture, will be duly and validly authorized and issued, fully paid and, subject to Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, nonassessable and free and clear of any Liens and will conform, when issued, in all material respects to the descriptions thereof contained in the Offering Memorandum.

(p) Each of the Company and the Guarantors has all necessary corporate power and authority to execute and deliver the Registration Rights Agreement and perform its obligations thereunder; the Registration Rights Agreement and the transactions contemplated thereby have been duly authorized by the Company and the Guarantors and, when the Registration Rights Agreement is duly executed and delivered by the Company and the Guarantors, assuming due authorization, execution and delivery by the Initial Purchasers, it will be a legally valid and binding agreement of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, subject to general principles of equity and to limitations on availability of equitable relief, including specific performance (whether considered in a proceeding in equity or at law), and except with respect to the rights of indemnification and contribution thereunder, where enforcement thereof may be limited by federal or state securities laws or the policies underlying such laws; and the Registration Rights Agreement will conform, when executed and delivered, in all material respects to the description thereof contained in the Offering Memorandum.

(q) Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws (or other comparable organizational documents), (ii) in default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject, except in the case of (ii) and (iii) for such defaults or violations which would not, either individually or in the aggregate, have a Material Adverse Effect.

(r) There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission or other release of any kind of toxic or other wastes or other hazardous substances by, due to or caused by the Company or any of its subsidiaries (or, to the best knowledge of the Company or the Guarantors, any other entity (including any predecessor) for whose acts or omissions the Company or any of its subsidiaries is or could reasonably be expected to be liable) upon any of the property now or previously owned or leased by the Company or any of its subsidiaries, or upon any other property, in violation of

any statute or any ordinance, rule, regulation, order, judgment, decree or permit or which would, under any statute or any ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability, except, in each instance, for any violation or liability that could not reasonably be expected to have, singularly or in the aggregate with all such violations and liabilities, a Material Adverse Effect; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect to which the Company or any of its subsidiaries has any knowledge, except for any such disposal, discharge, emission or other release of any kind which could not reasonably be expected to have, singularly or in the aggregate with all such discharges and other releases, a Material Adverse Effect.

(s) The Company and each of its subsidiaries owns or possesses adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with, and, except as disclosed in the Offering Memorandum, the Company and its subsidiaries have not received any notice of any claim of conflict with any such rights of others which could have a Material Adverse Effect.

(t) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all tangible personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects not disclosed in the Offering Memorandum except as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

(u) The Company and each of its subsidiaries have filed all federal, state, local and foreign income and franchise tax returns required to be filed through the date hereof and have paid all taxes due thereon, and no tax deficiency has been determined adversely to the Company or any of its subsidiaries which has had (nor does the Company or any of its subsidiaries have any knowledge of any tax deficiency which, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have) a Material Adverse Effect.

(v) The execution, delivery and performance of the Transaction Documents by the Company and the Guarantors, the issuance of the Securities, the compliance by the Company and the Guarantors with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the charter or by-laws of the Company or any of its subsidiaries or any indenture, loan agreement,

mortgage, lease or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective properties is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Company, any of its subsidiaries or their respective property, (iii) result in the imposition or creation of (or the obligation to create or impose) a Lien under any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective properties or assets is bound or (iv) result in the suspension, termination or revocation of any permits, licenses, consents, exemptions, franchises, authorizations and other approvals (each, an “Authorization”) of the Company or any of its subsidiaries or any other impairment of the rights of the holder of any such Authorization, except in the case of clauses (ii), (iii) and (iv) above, for such violations, conflicts, impositions, creations, suspensions, terminations, revocations or impairments which would not, either individually or in the aggregate, have a Material Adverse Effect.

(w) Except as expressly disclosed in the Offering Memorandum, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which, singularly or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect, and to the best knowledge of the Company or the Guarantors, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(x) The Company carries, or is covered by, insurance in such amounts and covering such risks as the Company reasonably believes is adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries.

(y) No material labor disturbance by or dispute with the employees of the Company or any of its subsidiaries exists or, to the best knowledge of the Company, is contemplated or threatened.

(z) The Company is not, and upon application of the net proceeds from the sale of the Securities as set forth in the Offering Memorandum, will not be, an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).

(aa) The Company is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company would have any liability; the Company has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan”, except that the Company’s subsidiary, Ever Ready Thermometer Co., Inc., will incur withdrawal liability in

connection with its withdrawal from a multi-employer pension plan, but any such withdrawal liability is not reasonably expected to have a Material Adverse Effect; or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (collectively, the “Internal Revenue Code”); and each “pension plan” for which the Company would have any liability that is intended to be qualified under Section 401(a) of the Internal Revenue Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

(bb) Except (i) with respect to the transactions contemplated by the Registration Rights Agreement, as may be required under the Securities Act and the Trust Indenture Act and (ii) as required by the state securities or “blue sky” laws, no consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body is required for the execution, delivery and performance of the Transaction Documents by the Company, the consummation of the transactions contemplated hereby and thereby and the issuance of the Securities.

(cc) Except with respect to the registration rights agreement relating to the exchange of the Company’s 6 ¹/2% senior subordinated notes due 2013 for registered notes, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Rights Agreement or in any securities being registered pursuant to any other registration statement filed by the Company under the Securities Act.

(dd) Except as disclosed in, or contemplated by, the Offering Memorandum, (i) there are no outstanding securities convertible into or exchangeable for, or warrants, options or rights issued by the Company (other than options and other rights issued to employees and directors of the Company pursuant to plans and agreements described in the Offering Memorandum) to purchase, any shares of the capital stock of the Company, (ii) there are no statutory, contractual, preemptive or other rights to subscribe for or to purchase any Common Stock and (iii) there are no restrictions upon transfer of the Common Stock pursuant to the Company’s articles of incorporation or bylaws.

(ee) No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Securities are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted on an automated inter-dealer quotation system.

(ff) None of the Company or any of its Affiliates (as defined in Rule 501(b) of Regulation D of the Securities Act), has, directly or through an agent acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offering of the Securities or the Conversion Shares under the Securities Act or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and the Company has not entered into any contractual arrangement

with respect to the distribution of the Securities or the Conversion Shares except for this Agreement and the Registration Rights Agreement, and the Company will not enter into any such arrangement.

(gg) None of the Company or any of its Affiliates (other than the Initial Purchasers in connection with the transactions contemplated by this Agreement about which no representation is made by the Company) has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) which is or will be integrated with the sale of the Securities or the Conversion Shares in a manner that would require the registration under the Securities Act of the Securities or the Conversion Shares.

(hh) Except as disclosed in the Offering Memorandum, the Company has not sold or issued any shares of Common Stock, any security convertible into shares of Common Stock, or any security of the same class as the Securities during the six-month period preceding the date of the Offering Memorandum, including any sales pursuant to Rule 144A under the Securities Act, Regulation D or Regulation S of the Securities Act (“Regulation S”), other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

(ii) Neither the Company nor, to its knowledge, any of its Affiliates, has taken, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Securities or Conversion Shares to facilitate the sale or resale of such Securities.

(jj) To the Company’s knowledge neither the Company nor any of its subsidiaries, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(kk) The Company’s Accountants and the audit committee of the board of directors have been advised of (i) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has identified for the Company’s Accountants any material weaknesses in internal controls.

(ll) Since the date of the most recent evaluation of the Company’s disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

(mm) No event has occurred nor has any circumstance arisen, after giving pro forma effect to the issuance of the Securities, which would constitute a default or an Event of Default under the Indenture as summarized in the Offering Memorandum.

(nn) Each certificate signed by any officer of the Company and the Guarantors and delivered to the Initial Purchasers or counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company and the Guarantors to the Initial Purchasers as to the matters covered thereby.

2. Purchase, Sale and Delivery of Securities.

(a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.33% of the principal amount thereof, plus accrued interest from December 17, 2003 (the “purchase price”), the aggregate principal amount of the Firm Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto.

Delivery of and payment for the Firm Securities shall be made at the office of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, at 10:00 a.m. (New York City time) on December 17, 2003, or such later date as the Initial Purchasers shall designate, which date and time may be postponed by agreement between the Initial Purchasers and the Company (such date and time of delivery and payment for the Firm Securities being herein called the “First Delivery Date”). Delivery of the Firm Securities shall be made to the Initial Purchasers against payment of the purchase price by the Initial Purchasers. Payment for the Firm Securities shall be made against delivery to the Initial Purchasers of the Firm Securities as described below and effected either by wire transfer of immediately available funds to an account with a bank in The City of New York, the account number and the ABA number for such bank to be provided by the Company to the Initial Purchasers at least two business days in advance of the First Delivery Date, or by such other manner of payment as may be agreed by the Company and the Initial Purchasers.

(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants the Option to the Initial Purchasers to purchase, severally and not jointly, the Option Securities at the same purchase price as the Initial Purchasers shall pay for the Firm Securities and the principal amount of the Option Securities to be sold to each Initial Purchaser shall be that principal amount which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Firm Securities set forth opposite the name of the Initial Purchaser in Schedule I hereto (or such number increased as set forth in Section 8). The Option may be exercised in whole or in part at any time and from time to time and the Company shall deliver such Option Securities not more than 13 days subsequent to the First Delivery Date upon notice in writing or by facsimile by the Representative, on behalf of itself and the other Initial Purchasers, to the Company setting forth the amount (which shall be an integral multiple of $1,000 principal amount) of Option Securities as to which such Option is being exercised.

The date for the delivery of and payment for the Option Securities, being herein referred to as an “Option Delivery Date”, which may be the First Delivery Date (the First Delivery Date and the Option Delivery Date, if any, being referred to as a “Delivery Date”), shall be determined by the Representative but shall not be later than five full business days after written notice of election to purchase Option Securities is given. Delivery of the Option Securities shall be made to the Initial Purchasers against payment of the purchase price by the Initial Purchasers. Payment for the Option Securities shall be made against delivery to the Initial Purchasers of the Option Securities as described below and effected either by wire transfer of immediately available funds to an account with a bank in The City of New York, the account number and the ABA number for such bank to be provided by the Company to the Representative at least two business days in advance of the Option Delivery Date, or by such other manner of payment as may be agreed by the Company and the Representative.

(c) The Company will deliver against payment of the purchase price the Securities initially sold to qualified institutional buyers (“QIBs”), as defined in Rule 144A under the Securities Act (“Rule 144A”), in the form of one or more permanent global certificates (the “Global Securities”), registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). Beneficial interests in the Securities initially sold to QIBs will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by DTC and its participants.

The Global Securities will be made available, at the request of any Initial Purchaser, for checking at least 24 hours prior to such Delivery Date.

(d) Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Initial Purchasers hereunder.

3. Further Agreements of the Company and the Guarantors . The Company and the Guarantors further agree:

(a) To advise the Initial Purchasers promptly of any proposal to amend or supplement the Offering Memorandum and not to effect any such amendment or supplement without the consent of the Initial Purchasers, which consent shall not be unreasonably withheld. If, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact required to be stated therein or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, to promptly notify the Initial Purchasers and prepare, subject to the first sentence of this Section 3(a), such amendment or supplement as may be necessary to correct such untrue statement or omission.

(b) To furnish to the Initial Purchasers and to Simpson Thacher & Bartlett LLP, counsel to the Initial Purchasers, copies of the Preliminary Offering Memorandum and the Offering Memorandum (and all amendments and supplements thereto), in each case, as soon

as available and in such quantities as the Initial Purchasers reasonably request for internal use and for distribution to prospective purchasers; and to furnish to the Initial Purchasers on the date hereof four copies of the Offering Memorandum signed by duly authorized officers of the Company, one of which will include the Accountants’ reports therein manually signed by such Accountants. The Company and the Guarantors will pay the expenses of printing and distributing to the Initial Purchasers all such documents.

(c) Promptly from time to time to take such action as the Initial Purchasers may reasonably request from time to time, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Initial Purchasers may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions in the United States for as long as may be necessary to complete the resale of the Securities; provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or otherwise subject itself to taxation in any jurisdiction in which it is not otherwise so qualified or subject.

(d) For a period of two years following the First Delivery Date, to furnish to the Initial Purchasers upon request copies of all materials furnished by the Company to its stockholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act; provided, however, that the Company shall not be required to provide the Initial Purchasers with any such reports or similar forms that have been filed with the Commission by electronic transmission pursuant to EDGAR.

(e) To apply the proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Offering Memorandum.

(f) For a period of 90 days from the date of the Offering Memorandum, not to directly or indirectly, (1) announce an offering of any debt securities of the Company (other than the offering contemplated by this Agreement) or directly or indirectly offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of), any debt securities of the Company (other than the Securities), any shares of Common Stock or any securities convertible into or exchangeable for Common Stock or substantially similar securities (other than the Securities, the Conversion Shares and Common Stock and options or other rights to acquire Common Stock, to be issued in the ordinary course (A) under the Company’s existing director or employee benefit plans, stock option plans or other employee compensation plans existing on the date hereof, (B) pursuant to currently outstanding options, warrants or rights or (C) under any employee stock purchase plan, director or employee stock option plan or other employee benefit plan adopted by the Company after the date hereof, provided that, in the case of this clause (C), (x) no such plan becomes effective earlier than March 2004 and (y) no shares of Common Stock are actually issued pursuant to such plans or pursuant to options issued under such plans during such 90-day period) or sell or grant options, warrants or rights with respect to any shares of Common Stock or securities convertible into or exchangeable for (other than the grant of options, warrants or rights pursuant to option plans existing on the date hereof or otherwise permitted

as provided above) or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any shares of Common Stock or any securities convertible into or exchangeable for Common Stock or substantially similar securities, whether any such transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of the Representative; and to cause each executive officer and director of the Company to furnish to the Initial Purchasers, on the date hereof, a letter substantially in the form of Annex A hereto, pursuant to which each such person shall agree not to, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of), any shares of Common Stock beneficially owned, deemed to be beneficially owned, or in the future acquired by each such person for a period of 90 days from the date of the Offering Memorandum, except as otherwise provided in the letter, without the prior written consent of the Representative.

(g) For so long as any of the Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, to provide to any holder of the Securities or to any prospective purchaser of the Securities designated by any holder, upon request of such holder or prospective purchaser, information required to be provided by Rule 144A(d)(4) of the Securities Act if, at the time of such request, the Company is not subject to the reporting requirements under Section 13 or 15(d) of the Exchange Act.

(h) To ensure that each of the Securities and the Conversion Shares will bear, to the extent applicable, the legend contained in the Offering Memorandum under the caption “Notice to Investors” for the time period and upon the other terms stated therein, except after the Securities are resold pursuant to a registration statement effective under the Securities Act.

(i) During the period of two years after the First Delivery Date or any Option Delivery Date, if later, the Company will not, and will not permit any of its Affiliates to resell any of the CODES or the Conversion Shares, which constitute “restricted securities” within the meaning of Rule 144(a)(3) of the Exchange Act, that have been reacquired by any of them.

(j) Not to, and will cause its respective Affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Securities Act) in a transaction that could be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the Securities.

(k) To take such steps as shall be necessary to ensure that neither the Company nor any of its subsidiaries shall become an “investment company” within the meaning of such term under the Investment Company Act.

(l) That none of the Company or any of its Affiliates will take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the offering of the Securities.

(m) To execute and deliver the Indenture and the Registration Rights Agreement in form and substance reasonably satisfactory to the Representative.

(n) To use its best efforts to cause the Securities to be accepted for clearance and settlement through the facilities of DTC.

(o) To use its best efforts to assist the Initial Purchasers in arranging to cause the Securities to be accepted to trade in the PORTAL market (“PORTAL”) of the National Association of Securities Dealers, Inc. (“NASD”).

(p) To use its best efforts to have the Conversion Shares approved by the New York Stock Exchange (“NYSE”) for listing prior to the effectiveness of the initial Registration Statement.

(q) That none of the Company or any of its Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D.

4. Expenses . The Company and the Guarantors agree to pay the following expenses, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated (other than pursuant to Section 9):

(a) the costs incident to the Company’s authorization, preparation, issuance, sale and delivery of the Securities and any taxes payable in that connection;

(b) the costs incident to the preparation, printing and distribution of the Preliminary Offering Memorandum, the Offering Memorandum and any amendment or supplement to the Offering Memorandum, all as provided in this Agreement;

(c) the costs of producing and distributing the Transaction Documents;

(d) the fees and expenses of counsel to the Company and the Accountants;

(e) the fees and expenses of qualifying the Securities and the Conversion Shares under the securities laws of the several jurisdictions as provided in Section 3(c) and of preparing, printing and distributing a U.S. Blue Sky memorandum (including reasonable related fees and expenses of counsel to the Initial Purchasers);

(f) all costs and expenses incident to the preparation of “road show” presentation or comparable marketing materials used in connection with the offering of the Securities and the road show traveling expenses of the Company;

(g) all fees and expenses incurred in connection with any rating of the Securities;

(h) all expenses and fees in connection with the application for inclusion of the Securities in the PORTAL market and the inclusion of the Conversion Shares on the NYSE;

(i) the fees and expenses (including fees and disbursements of counsel) of the Trustee, and the costs and charges of any registrar, transfer agent, paying agent, or conversion agent under the Indenture;

(j) the fees and expenses (including fees and disbursements of counsel) of the Company and the Guarantors in connection with approval of the Securities by DTC for “book-entry” transfer; and

(k) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantors under this Agreement; provided that, except as provided in this Section 4 and in Section 7, the Initial Purchasers shall pay their own costs and expenses, including the costs and expenses of their counsel and any transfer taxes on the Securities which they may sell.

5. Conditions of the Initial Purchasers’ Obligations. The several obligations of the Initial Purchasers hereunder are subject to the accuracy, when made and on each Delivery Date, of the representations and warranties of the Company and the Guarantors contained herein, to the performance by the Company and the Guarantors of their respective obligations hereunder, and to each of the following additional terms and conditions:

(a) No Initial Purchaser shall have discovered and disclosed to the Company prior to or on such Delivery Date that the Offering Memorandum or any amendment or supplement thereto contains any untrue statement of a fact which, in the opinion of Simpson Thacher & Bartlett LLP, counsel to the Initial Purchasers, is material or omits to state any fact which is material and required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) All corporate proceedings and other legal matters incident to the authorization, form and validity of the Transaction Documents, the Securities, the Conversion Shares and the Offering Memorandum or any amendment or supplement thereto, and all other legal matters relating to the Transaction Documents, the Securities, the Conversion Shares and the transactions contemplated thereby shall be satisfactory in all material respects to counsel to the Initial Purchasers; and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

(c) Quarles & Brady LLP shall have furnished to the Initial Purchasers their written opinion, as counsel to the Company and the Guarantors, addressed to the Initial Purchasers and dated such Delivery Date, in form and substance satisfactory to the Initial Purchasers, to the effect that:

(i) Each of the Company and the corporate Guarantors has been duly incorporated and is validly existing as a corporation in good standing (or equivalent status) and each limited liability company Guarantor has been duly organized and is validly existing as a limited liability company in good standing (or equivalent status), in each case under the laws of its jurisdiction of incorporation or organization, and is duly qualified to do business and is in good standing (or equivalent status) as a foreign

corporation or limited liability company in each jurisdiction identified by the Company as a jurisdiction in which the Company or the Guarantors owns or leases real property or has employees, except where the failure to be so qualified would not have a Material Adverse Effect, and has all corporate power and authority necessary to own or hold its properties and conduct the business in which it is engaged;

(ii) The Company has an authorized capitalization as set forth in the Offering Memorandum, and all of the issued shares of capital stock of the Company have been duly and validly authorized and conform to the description thereof contained in the Offering Memorandum in the section entitled “Description of Capital Stock”;

(iii) The Conversion Shares issuable at the initial Conversion Price have been duly authorized and validly reserved for issuance upon conversion of the CODES and are free of preemptive rights; and the Conversion Shares, when so issued and delivered upon such conversion in accordance with the terms of the Indenture, will be duly and validly authorized and issued, fully paid and nonassessable, except as provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially interpreted;

(iv) The statements in the Offering Memorandum under the captions “Description of the CODES” and “Description of Capital Stock”, insofar as they purport to summarize the provisions of the Indenture, the Registration Rights Agreement, the Securities and the Common Stock (including the Conversion Shares) are accurate and complete in all material respects to the extent required if such statements were contained in a registration statement on Form S-3 under the Securities Act;

(v) Except for options to purchase shares of Common Stock described in the Offering Memorandum, there are no preemptive or other rights to subscribe for or to purchase from the Company, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s articles of incorporation or bylaws, and there are no preemptive or other rights to subscribe for or to purchase from the Company, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to any agreement or other instrument to which the Company is a party known to such counsel;

(vi) To the best knowledge of such counsel and other than as set forth in the Offering Memorandum, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; and, to the best knowledge of such counsel, no such proceedings are overtly threatened or contemplated by governmental authorities or threatened by others;

(vii) The execution, delivery and performance of this Agreement, the Indenture, the Guarantees and the Registration Rights Agreement and the issuance of the CODES and the Conversion Shares and the consummation of the transactions contemplated hereby and thereby do not result in any violation of the provisions of the

certificates or articles of incorporation or bylaws of the Company or any of the Guarantors or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or the Guarantors or any of their respective properties or assets; and, except as may be required by the securities or “blue sky” laws of any state of the United States in connection with the sale of the Securities, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement and the Indenture by the Company and the Guarantors and the issuance of the Securities and the Conversion Shares and the consummation of the transactions contemplated hereby and thereby;

(viii) No registration of the Securities or the Conversion Shares under the Securities Act, and no qualification of the Indenture or an indenture under the Trust Indenture Act, is required in connection with the offer, sale and delivery of the Securities or in connection with the conversion of the Securities into Conversion Shares, in each case, in the manner contemplated by the Offering Memorandum, this Agreement and the Indenture;

(ix) The statements in the Offering Memorandum under the caption “Certain United States Federal Income Tax Considerations”, insofar as they purport to constitute summaries of matters of United States federal income and estate tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects;

(x) The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

(xi) Each of the Company and the Guarantors has all necessary corporate right, power and authority to execute and deliver each of the Transaction Documents to which it is a party and to perform its obligations thereunder and to issue, sell and deliver the Securities and the Conversion Shares to the Initial Purchasers;

(xii) This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors;

(xiii) The Indenture has been duly authorized, executed and delivered by the Company and the Guarantors and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a legally valid and binding agreement of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, subject to general principles of equity and to limitations on availability of equitable relief, including specific performance (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(xiv) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Guarantors and, assuming due

authorization, execution and delivery thereof by the Initial Purchasers, constitutes a valid and legally binding agreement of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms except as rights to indemnity contained therein may be limited by applicable law and except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, subject to general principles of equity and to limitations on availability of equitable relief, including specific performance (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(xv) The CODES have been duly authorized, executed and issued by the Company and when authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers, will constitute legally valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, subject to general principles of equity and to limitations on availability of equitable relief, including specific performance (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(xvi) The Guarantees have been duly authorized by the Guarantors and when duly endorsed on the CODES in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers, will constitute legally valid and binding obligations of the Guarantors, entitled to the benefits of the Indenture and enforceable against the Guarantors in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, subject to general principles of equity and to limitations on availability of equitable relief, including specific performance (regardless of whether such enforceability is considered in a proceeding in equity or at law); and

(xvii) The execution, delivery and performance of this Agreement, the Indenture, the Guarantees and the Registration Rights Agreement and the issuance of the Securities and the Conversion Shares and the consummation of the transactions contemplated hereby and thereby do not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument known to such counsel to which the Company or any of the Guarantors is a party or by which the Company or the Guarantors are bound or to which any of the property or assets of the Company or the Guarantors are subject.

In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the federal laws of the United States of America, the laws of the State of Wisconsin and the Wisconsin Business Corporation Law and may state that it is relying, in respect of matters of New York law, upon Simpson Thacher & Bartlett LLP, and in respect of matters of fact, upon certificates of officers of the Company, provided that such counsel shall state that it believes that

the Initial Purchasers and it are justified in relying upon such certificates. Such counsel shall also have furnished to the Initial Purchasers a written statement, addressed to the Initial Purchasers and dated such Delivery Date, in form and substance satisfactory to the Initial Purchasers, to the effect that during the course of preparing the Offering Memorandum, such counsel participated in conferences with officers and other representatives of the Company, the Company’s independent public accountants, the Initial Purchasers and their counsel, at which the contents of the Offering Memorandum (including the Incorporated Documents) were discussed, and while such counsel has not independently verified and is not passing upon the accuracy, completeness or fairness of the statements made in the Offering Memorandum (including the Incorporated Documents) except as explicitly set forth above, no facts have come to the attention of such counsel which lead it to believe that the Offering Memorandum (including the Incorporated Documents), as of its date or as of such Delivery Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that such counsel need express no belief as to the financial statements, financial and statistical data contained in the Offering Memorandum (or in any Incorporated Documents).

(d) Simpson Thacher & Bartlett LLP, shall have furnished to the Initial Purchasers their written opinion, as counsel to the Initial Purchasers, addressed to the Initial Purchasers and dated such Delivery Date, in form and substance satisfactory to the Initial Purchasers.

(e) The Initial Purchasers shall have received from the Accountants a letter (the “initial comfort letter”), in form and substance satisfactory to the Initial Purchasers, addressed to the Initial Purchasers and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to initial purchasers in connection with comparable private placements, in form and substance satisfactory to the Initial Purchasers; and with respect to each Delivery Date, the Company shall have furnished to the Initial Purchasers the letter (the “bring-down letter”) of the Accountants, addressed to the Initial Purchasers and dated such Delivery Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than five days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter.

(f) The Company shall have furnished to the Initial Purchasers on the applicable Delivery Date a certificate, dated such Delivery Date and delivered on behalf of the Company by its chief executive officer and its chief financial officer, in form and substance satisfactory to the Initial Purchasers, to the effect that:

(i) the representations, warranties and agreements of the Company and each of the Guarantors in Section 1 are true and correct as of the date given and as of such Delivery Date; and the Company and the Guarantors have complied in all material respects with all their respective agreements contained herein to be performed prior to or on such Delivery Date;

(ii) since the respective dates as of which information is given in the Offering Memorandum, other than as set forth in or contemplated by the Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has not occurred any change or any development that might have a Material Adverse Effect, (B) there has not been any change in the capital stock, the short-term debt, or the long-term debt of the Company or any of its subsidiaries that might have a Material Adverse Effect, (C) neither the Company nor any of its subsidiaries has incurred any material liability or obligation, direct or contingent, that is material to the Company and its subsidiaries, taken as a whole, and (D) a Material Loss has not occurred;

(iii) such officer has carefully examined the Offering Memorandum and, in such officer’s opinion (A) the Offering Memorandum, as of its date and as of such Delivery Date, did not include any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (B) since the date of the Offering Memorandum, no event has occurred which should have been set forth in a supplement or amendment to the Offering Memorandum; and

(iv) the issuance and sale of the Securities by the Company and the Guarantors hereunder has not been enjoined (temporarily or permanently) by any court or governmental body or agency.

(g) The Indenture (in form and substance reasonably satisfactory to the Initial Purchasers) shall have been duly executed and delivered by the Company, the Guarantors and the Trustee, and the Securities shall have been duly executed and delivered by the Company and the Guarantors and duly authenticated by the Trustee.

(h) The Company, the Guarantors and the Initial Purchasers shall have executed and delivered the Registration Rights Agreement (in form and substance satisfactory to the Initial Purchasers), and the Registration Rights Agreement shall be in full force and effect.

(i) The Initial Purchasers shall have received from each executive officer and director of the Company an executed letter contemplated by Section 3(f) hereof.

(j) The Company shall have furnished to the Initial Purchasers such further information, certificates and documents as the Initial Purchasers may reasonably request to evidence compliance with the conditions set forth in this Section 5.

(k) The NASD shall have accepted the Securities for trading on PORTAL and the Securities shall be eligible for clearance and settlement through DTC.

(l) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the Offering Memorandum (A) any Material Loss, otherwise than as set forth or contemplated in the Offering Memorandum, or (B) since such date there shall not have been any change in the capital stock, short-term debt or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, prospects, stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Offering Memorandum, the effect of which, in any such case described in clause (A) or (B), is, in the sole judgment of the Initial Purchasers, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Securities being delivered on the applicable Delivery Date on the terms and in the manner contemplated in the Offering Memorandum and this Agreement.

(m) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the NASDAQ or the over-the-counter market, or trading in any securities of the Company on any exchange shall have been suspended or minimum prices shall have been established on any such exchange or market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption in commercial banking (including the Federal Funds wire transfer system) or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or the occurrence of any other calamity or crisis, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the sole judgment of the Initial Purchasers, impracticable or inadvisable to proceed with the offering or delivery of the Securities being delivered on such Delivery Date on the terms and in the manner contemplated in the Offering Memorandum.

(n) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Securities Act and (ii) no such organization shall have notified the Company or publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred stock, if any.

All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance satisfactory to counsel to the Initial Purchasers.

6. Representations, Warranties and Agreements of the Initial Purchasers.

(a) Each Initial Purchaser represents and warrants to, severally and not jointly, and agrees with the Company that it (i) is purchasing the Securities pursuant to a private sale exempt from registration under the Securities Act without the intent to distribute the Securities in violation of the Securities Act, (ii) will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (iii) will solicit offers for the Securities only from, and will offer, sell or deliver the Securities, as part of its initial offering, only to persons whom it reasonably believes to be QIBs, or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, in each case, in transactions under Rule 144A.

(b) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees with respect to offers and sales of Securities outside the United States that it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Securities, or possession or distribution of either the Preliminary Memorandum or the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; and such Initial Purchaser will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes either the Preliminary Memorandum or the Offering Memorandum or any such other material, in all cases at its own expense.

(c) Each of the Initial Purchasers, severally and not jointly, represents, warrants and agrees that (i) it and each of its affiliates have not offered or sold and will not offer or sell any of the CODES to persons in the United Kingdom prior to the expiration of the period of six months from the original issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); (ii) it and each of its affiliates have only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by them in connection with the issue or sale of any of the CODES in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Subsidiary Guarantors; and (iii) it and each of its affiliates have complied and will comply with all applicable provisions of the FSMA with respect to anything done by them in relation to the CODES in, from or otherwise involving the United Kingdom.

7. Indemnification and Contribution.

(a) The Company and each of the Guarantors shall jointly and severally indemnify and hold harmless each Initial Purchaser, its directors, officers and employees and each person who controls any Initial Purchaser within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Securities), to which such Initial Purchaser, director, officer, employee or controlling person may become subject, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any Preliminary Offering Memorandum, the Offering Memorandum or in any amendment or supplement thereto, (B) any blue sky application or other document prepared or executed by the Company (or based upon any written information furnished by the Company) filed in any jurisdiction specifically for the purpose of qualifying any or all of the Securities under the securities laws of any state or other jurisdiction (such application, document or information being hereinafter called a “Blue Sky Application”), or (C) in the materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), (ii) the omission or alleged omission to state in any Preliminary Offering Memorandum, Offering Memorandum or in any amendment or supplement thereto, or in any Marketing Materials or in any Blue Sky Application, any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company and the Guarantors shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failure to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct); and shall reimburse each Initial Purchaser and each such director, officer, employee and controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Initial Purchaser, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Guarantors shall not be liable in any such case to an Initial Purchaser to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Memorandum or the Offering Memorandum, or in any such amendment or supplement, in reliance upon and in conformity with the written information concerning such Initial Purchaser furnished to the Company by or on behalf of that Initial Purchaser concerning the Initial Purchasers specifically for inclusion therein which information consists solely of the information set forth in the letter referred to in Section 7(e); provided, further, that with respect to any such untrue statement or omission made in any Preliminary Offering Memorandum, the indemnity agreement

contained in this Section 7(a) shall not inure to the benefit of an Initial Purchaser from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned if and to the extent that such sale was an initial sale by such Initial Purchaser and any such loss claim, damage or liability of such Initial Purchaser is a result of the fact that both (A) a copy of the Offering Memorandum was not sent or given to such person at or prior to written confirmation of the sale of such Securities to such person and (B) the untrue statement or omission in the Preliminary Offering Memorandum was corrected in the Offering Memorandum unless such failure to deliver the Offering Memorandum was a result of the Company or the Guarantors not previously furnishing copies of the Offering Memorandum to such Initial Purchaser on a timely basis to permit the Offering Memorandum to be sent or given to such person at or prior to written confirmation of the sale of such Securities to such person. The foregoing indemnity agreement is in addition to any liability which the Company or the Guarantors may otherwise have to the Initial Purchasers or to any director, officer, employee or controlling person of the Initial Purchasers.

(b) Each Initial Purchaser, severally and not jointly, shall indemnify and hold harmless, the Company and the Guarantors, their respective directors, officers and employees, and each person, if any, who controls the Company or the Guarantors within the meaning of the Securities Act from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company, the Guarantors or any their respective directors, officers or controlling persons may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Offering Memorandum or in any amendment or supplement thereto, or in any Blue Sky Application, or (ii) the omission or alleged omission to state in any Preliminary Offering Memorandum or the Offering Memorandum or in any amendment or supplement thereto or in any Blue Sky Application, any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to the Company by or on behalf of that Initial Purchaser specifically for inclusion therein and described in Section 7(e), and shall reimburse the Company, the Guarantors and any of their respective directors, officers or controlling persons promptly upon demand for any legal or other expenses reasonably incurred by the Company, the Guarantors or any of their respective directors, officers or controlling persons in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which any Initial Purchaser may otherwise have to the Company, the Guarantors or any of their respective directors, officers or controlling persons.

(c) Promptly after receipt by an indemnified party under this Section 7 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent it has been materially prejudiced

by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Initial Purchasers shall have the right to employ separate counsel to represent jointly the Initial Purchasers and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Initial Purchasers against the Company under this Section 7 if, in the reasonable judgment the Initial Purchasers it is advisable for the Initial Purchasers and such directors, officers, employees and controlling persons to be jointly represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company and the Guarantors. No indemnifying party shall, (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld) settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes (x) an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d) If the indemnification provided for in this Section 7 shall for any reason be unavailable or insufficient to hold harmless an indemnified party under Section 7(a) or 7(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other from the offering of the Securities, or (ii) if the allocation provided by clause 7(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 7(d)(i) but also the relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other with respect to the statements or omissions or alleged statements or alleged omissions that resulted in such loss, claim, damage or liability (or action in respect thereof), as well as any other relevant equitable considerations. The relative

benefits received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities purchased under this Agreement (before deducting expenses) received by the Company and the Guarantors on the one hand, and the total discounts and commissions received by the Initial Purchasers with respect to the Securities purchased under this Agreement, on the other hand, bear to the total gross proceeds from the offering of the Securities under this Agreement. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Guarantors or the Initial Purchasers, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if the amount of contributions pursuant to this Section 7(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7(d) shall be deemed to include, for purposes of this Section 7(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7(d), no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities resold by it in the initial placement of such Securities were offered to investors exceeds the amount of any damages which such Initial Purchaser has otherwise paid or become liable by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute as provided in this Section 7(d) are several in proportion to their respective obligations, not joint.

(e) The Initial Purchasers confirm and the Company acknowledges that the statements with respect to the offering of the Securities by the Initial Purchasers set forth in the eighth paragraph, the third sentence of the tenth paragraph and the twelfth paragraph under the caption “Plan of Distribution” in the Offering Memorandum constitute the only information concerning the Initial Purchasers furnished in writing to the Company by or on behalf of the Initial Purchasers specifically for inclusion in the Offering Memorandum.

8. Defaulting Initial Purchasers. If, on any Delivery Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Securities which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total aggregate principal amount of Securities set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any Securities on such Delivery Date if the total aggregate principal amount of Securities which the defaulting Initial

Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount of Securities to be purchased on such Delivery Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount of Securities which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Securities to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Securities which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Option Delivery Date, the obligation of the Initial Purchasers to purchase the Option Securities) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 4 and 10. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 8, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase.

Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Securities of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.

9. Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company prior to delivery of and payment for the Securities if, prior to that time, any of the events described in Sections 5(f)(iv), 5(l), 5(m) or 5(n) shall have occurred or if the Initial Purchasers shall decline to purchase the Firm Securities for any reason permitted under this Agreement.

10. Reimbursement of Initial Purchasers’ Expenses. If (a) the Company and the Guarantors shall fail to tender the Securities for delivery to the Initial Purchasers for reason of any failure, refusal or inability on the part of the Company and the Guarantors to perform any agreement on their part to be performed, or because any other condition of the Initial Purchasers’ obligations hereunder required to be fulfilled by the Company and the Guarantor (including, without limitation, with respect to the transactions contemplated hereby) is not fulfilled or (b) the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 9), the Company and the Guarantors shall reimburse the Initial Purchasers for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses including reasonable fees and disbursements incurred by them in connection with this Agreement and the proposed purchase of the Securities, and upon demand the Company and the Guarantors shall pay the full amount thereof to the Initial Purchasers. If this Agreement is terminated pursuant to Section 8 by reason of the default of one or more Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchasers on account of those expenses.

11. Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and:

(a) if to the Initial Purchasers, shall be delivered or sent by mail, telex or facsimile transmission to Lehman Brothers Inc., 745 Seventh Avenue, New York, NY 10019, Attention: Michael Sherman (Fax: (212) 548-9093): with copies to Director of Litigation, Office of the General Counsel, Lehman Brothers Inc., 745 Seventh Avenue, New York, NY 10019, Attention: Director of Litigation (Fax: (212) 520-0421 and to Lehman Brothers Inc., 399 Park Avenue, New York, NY 10022 Attention: Syndication (Fax: (212) 526-0943);

with a copy to Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, Attention: John D. Lobrano, Esq. (Fax: (212-455-2502; Telephone (212) 455-2000); and

(b) if to the Company or to any of the Guarantors, shall be delivered or sent by mail, telex or facsimile transmission to it at Apogent Technologies Inc., 30 Penhallow Street, Portsmouth, New Hampshire 03801, Attention: Michael K. Bresson, Esq. (Fax: (603) 436-3719; Telephone: (603) 433-6131, ext 700);

with a copy to Quarles & Brady LLP, 411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Joseph D. Masterson, Esq. (Fax: (414) 978-8969, Telephone: (414) 277-5169);

provided, however, that any notice to an Initial Purchaser pursuant to Section 7(c) shall be delivered or sent by mail, telex or facsimile transmission to each such Initial Purchaser, which address will be supplied to any other party hereto by Lehman Brothers upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Initial Purchasers by Lehman Brothers Inc.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Initial Purchasers, the Company, the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (A) the representations, warranties, indemnities and agreements of the Company and the Guarantors contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Initial Purchasers and the person or persons, if any, who control the Initial Purchasers within the meaning of Section 15 of the Securities Act and (B) any indemnity agreement of the Initial Purchasers contained in Section 7(b) of this Agreement shall be deemed to be for the benefit of directors, officers and employees of the Company and the Guarantors, and any person controlling the Company and the Guarantors within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 12, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

13. Survival. The respective indemnities, representations, warranties and agreements of the Company, the Guarantors and the Initial Purchasers contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any of them or any person controlling any of them.

14. Definition of the Terms “Business Day” and “Significant Subsidiary”. For purposes of this Agreement, (a) “business day” means any day on which the New York Stock Exchange, Inc. is open for trading and (b) “Significant Subsidiary” has the meaning assigned to it under Rule 405 of the Securities Act.

15. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

16. Consent to Jurisdiction; Forum Selection; Waiver of Jury Trial.

(a) Each of the Company, the Guarantors and the Initial Purchasers hereby submits to the jurisdiction of the courts of the State of New York and the courts of the United States of America located in the State of New York over any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby.

(b) Any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby may be brought only in the courts of the State of New York or the courts of the United States of America located in the State of New York, in each case, located in the Borough of Manhattan, City of New York, State of New York. Each of the parties hereto waives any objection that it may have to the venue of such suit, action or proceeding in any such court or that such suit, action or proceeding in such court was brought in an inconvenient court and agrees not to plead or claim the same.

(c) Any right to trial by jury with respect to any lawsuit, claim, action or other proceeding arising out of or relating to this Agreement or the services to be rendered by you hereunder is expressly and irrevocably waived.

16. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

17. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

If the foregoing correctly sets forth the agreement between the Company, the Guarantors and the Initial Purchasers, please indicate your acceptance in the space provided for that purpose below.

Very truly yours,
APOGENT TECHNOLOGIES INC.
By:	/s/ Dennis Brown
	Dennis Brown
	Chief Financial Officer

ABGENE INC.
APOGENT FINANCE COMPANY
APOGENT HOLDING COMPANY
APOGENT SERVICE CORPORATION
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.
GENEVAC INC.
G&P LABWARE HOLDINGS 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/ Dennis Brown
	Dennis Brown
	Vice President

METAVAC LLC
By:	The Naugatuck Glass Company
	Sole Member and Manager
	By	/s/ Dennis Brown
		Dennis Brown
		Vice President

Accepted and agreed by:
LEHMAN BROTHERS INC.
	as Representative of the
	several Initial Purchasers listed
	in Schedule I hereto
BY LEHMAN BROTHERS INC.
By:	/s/    BRIAN A. MCCARTHY
	Authorized Representative

Schedule I

Initial Purchasers	Aggregate Principal Amount of Firm Securities
Lehman Brothers Inc.	$	156,600,000
Banc of America Securities LLC		37,500,000
J.P. Morgan Securities Inc.		56,250,000
Credit Suisse First Boston LLC		18,750,000
ABN AMRO Rothschild LLC		6,600,000
Fleet Securities, Inc.		6,600,000
Scotia Capital (USA) Inc.		6,600,000
SunTrust Capital Markets Inc.		6,600,000
The Royal Bank of Scotland plc		2,625,000
HSBC Securities (USA) Inc.		1,875,000
Total	$	300,000,000

ANNEX A

LOCK-UP LETTER AGREEMENT

LEHMAN BROTHERS INC.

as Representative of the

several Initial Purchasers listed

in Schedule I to the Purchase Agreement

c/o Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

Dear Ladies and Gentlemen:

The undersigned understands that you propose to enter into a Purchase Agreement (the “Purchase Agreement”) providing for the purchase by you (the “Initial Purchasers”) of Floating Rate Senior Convertible Contingent Debt Securities (the “CODES”) due 2033 of Apogent Technologies Inc., a Wisconsin corporation (the “Company”), which are convertible into fully paid, nonassessable shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), and that the Initial Purchasers propose to reoffer the CODES (the “Offering”).

In consideration of the execution of the Purchase Agreement by the Initial Purchasers, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, except as may be otherwise provided in this letter, without the prior written consent of Lehman Brothers Inc., the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any debt securities of the Company (other than the CODES), shares of Common Stock or securities convertible into or exchangeable for Common Stock, or sell or grant options, rights or warrants with respect to any debt securities, shares of Common Stock or securities convertible into or exchangeable for Common Stock, or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any such securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, for a period of 90 days after the date of the final Offering Memorandum relating to the Offering.

In furtherance of the foregoing, the Company and its Transfer Agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.

Notwithstanding the foregoing, the undersigned may transfer Common Stock or securities convertible into or exchangeable for Common Stock, including options therefor

(collectively, the “Shares”) (1) as a bona fide gift or gifts, provided that the donee or donees thereof that are not charitable organizations agree to be bound in writing by restrictions set forth herein, or (2) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein. Additionally, Mr. Jellinek shall be permitted to sell or otherwise transfer up to 120,000 shares of Common Stock pursuant to his Rule 10b5-1 plan, Mr. R. Jeffrey Harris shall be permitted, after February 1, 2004, to sell or otherwise transfer up to 151,140 shares of Common Stock issued upon the exercise of stock options and Mr. Dennis Brown shall be permitted, after February 15, 2004, to sell or otherwise transfer up to 140,000 shares of Common Stock issued upon the exercise of stock options.

The undersigned understands that the Company and the Initial Purchasers will proceed with the Offering in reliance on this Lock-Up Letter Agreement. Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to a Purchase Agreement, the terms of which are subject to negotiation between the Company and the Initial Purchasers.

It is understood that, if the Company notifies you that it does not intend to proceed with the Offering, if the Purchase Agreement does not become effective, or if the Purchase Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the CODES, we will be released from our obligations under this Lock-Up Letter Agreement.

This Agreement shall be governed by, and construed in accordance with, the laws of New York.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Very truly yours,

Name:

Dated:                     

EX-5

EXHIBIT 5

February 2, 2004

Apogent Technologies Inc.

30 Penhallow Street

Portsmouth, NH 03801

Re:    Floating Rate Senior Convertible Contingent Debt Securities

 Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Apogent Technologies Inc., a Wisconsin corporation (the “Company”), and the Guarantors (as defined below) in connection with the preparation of the Registration Statement on Form S-3 being filed herewith (the “Registration Statement”), by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), to register for sale by the holders named or to be named in the prospectus relating to the Registration Statement, as the same may be amended or supplemented from time to time (the “Selling Holders”), up to $345,000,000 aggregate principal amount of the Company’s Floating Rate Senior Convertible Contingent Debt Securities (“CODES”) due 2033 and the shares of Common Stock, par value $0.01 per share, of the Company (together with the associated preferred stock purchase rights issued pursuant to the Company’s Rights Agreement, the “Shares”) into which the CODES may be converted.

The CODES were issued pursuant to an Indenture dated as of December 17, 2003 by and among the Company, the Subsidiary Guarantors parties thereto, as amended from time to time (the “Guarantors”), and The Bank of New York, as Trustee (the “Indenture”). The CODES were issued and sold on December 17, 2003 and December 30, 2003 to Lehman Brothers Inc., Bank of America Securities LLC, J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, ABN Amro Rothschild LLC, Fleet Securities, Inc., Scotia Capital (USA) Inc., Suntrust Capital (USA) Inc., The Royal Bank of Scotland plc and HSBC Securities (USA) Inc., the initial purchasers thereof (the “Initial Purchasers”), without registration under the Act, and the CODES were offered and sold by the Initial Purchasers to qualified institutional buyers in reliance on Rule 144A under the Act. In connection with the original offer and sale of the CODES, the Company entered into a Resale Registration Rights Agreement dated as of December 17, 2003 with the Initial Purchasers (the “Registration Rights Agreement”), providing for the registration of the CODES and the Shares for resale by the Selling Holders. The Registration Statement is being filed pursuant to the Registration Rights Agreement.

We have examined (i) the Registration Statement, (ii) the Company’s Articles of Incorporation and Bylaws, as amended to date, (iii) the Indenture, (iv) the Registration Rights Agreement, (v) the offering circular and the purchase agreement relating to the original issuance and sale of the CODES, (vi) certificates of public officials and of officers and representatives of the Company, the Guarantors, and the Trustee, (vii) corporation or other entity proceedings of the Company and the Guarantors relating to the Registration Statement, the Registration Rights Agreement, the Indenture and the transaction contemplated thereby, and (viii) such other documents and such matters of law as we have deemed necessary to render this opinion.

On the basis of and subject to the foregoing, we advise you that, in our opinion:

1. The Company is a corporation duly incorporated and validly existing under the laws of the State of Wisconsin.

2. The CODES and the Guarantees have been duly authorized and issued and constitute valid and binding obligations of the Company and the Guarantors, respectively, subject to (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether considered in a proceeding at law or in equity), and (c) the qualification that the remedy of specific performance and injunctive or other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought.

3. The Shares which may from time to time be issued upon conversion of the CODES, when issued in accordance with the provisions of the CODES and the Indenture, will be validly issued, fully paid and nonassessable, subject to the personal liability which may be imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially interpreted, for debts owing to employees for services performed, but not exceeding six months service in any one case.

The opinions set forth herein are subject to the following qualifications, which are in addition to any other qualification contained herein: (i) we have assumed without verification the genuiness of all signatures on all documents, the authority of the parties (other than the Company) executing such documents, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies; and (ii) the opinions set forth herein are based on existing laws, regulations, and judicial and administrative decisions as they presently have been interpreted and we can give no assurance that our opinions would not be different after any change in the foregoing occurring after the date hereof.

We consent to the filing of this opinion as an exhibit to this Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus constituting a part thereof. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Act, or that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Quarles & Brady LLP

Quarles & Brady LLP

EX-8

EXHIBIT 8

February 2, 2004

Apogent Technologies Inc.

30 Penhallow Street

Portsmouth, NH 03801

Re:    Floating Rate Senior Convertible Contingent Debt Securities

 Tax Matters Opinion

Ladies and Gentlemen:

We have acted as counsel to Apogent Technologies Inc., a Wisconsin corporation (the “Company”), and the Guarantors (as defined below) in connection with the preparation of the Registration Statement on Form S-3 being filed herewith (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Act”), to register for sale by the holders named or to be named in the prospectus relating to the $345,000,000 aggregate principal amount of the Company’s Floating Rate Senior Convertible Contingent Debt Securities (“CODES”) due 2033 and the shares of Common Stock, par value $0.01 per share, of the Company (together with the associated preferred stock purchase rights issued pursuant to the Company’s Rights Agreement, the “Shares”) into which the CODES may be converted.

In connection with the opinion, we have examined and relied on original or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Preliminary Prospectus included therein, (iii) the Indenture, dated December 17, 2003 relating to the CODES by and among the Company, the Subsidiary Guarantors parties thereto and The Bank of New York, as Trustee, and (iv) such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein. We have also relied upon statements and representations made to us by representatives of the Company.

We hereby confirm that, although the discussion set forth in the Preliminary Prospectus under the heading “Certain United States Federal Income Tax Considerations” does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the CODES, in our opinion such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the CODES, based upon current United States federal income tax law. There can be no assurance, however, that any of the opinions expressed herein will be accepted by the Internal Revenue Service or, if challenged, by a court of law.

In connection with this opinion, we have assumed without verification (i) the genuiness of all signatures on all documents, (ii) the authority of the parties (other than the Company) executing such documents, (iii) the authenticity of all documents submitted to us as originals, and (iv) the conformity to original documents of all documents submitted to us a copies.

This opinion is delivered in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Act. In rendering our opinion, we have considered applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury Department regulations promulgated thereunder, pertinent judicial authorities, interpretive rulings of the Internal Revenue Service and such other authorities as we have considered relevant. It should be noted that statutes, regulations, judicial decisions and administrative interpretations are subject to change or differing interpretations, possibly with retroactive effect. A change in the authorities or the accuracy or completeness of any of the information, documents, certificates, records, statements, representations, covenants, or assumptions on which our opinion is based could affect our conclusions. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any changes (including changes that have retroactive effect) in applicable law or any information, document, certificate, record, statement, representation, covenant or assumption relied upon herein that becomes incorrect or untrue.

This opinion is delivered to you solely for use in connection with the Registration Statement and is not to be used, circulated, quoted or otherwise referred to for any other purpose, or relied upon by any other person, without our express written permission. In accordance with the requirements of Item 601(b)(23) of Regulation S-K under the Act, we hereby consent to the reference to our firm in the Preliminary Prospectus and Prospectus. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ Quarles & Brady LLP

Quarles & Brady LLP

EX-12

EXHIBIT 12

Apogent Technologies

Computation of Ratio of Earnings to Fixed Charges

	Pro Forma (a)		Years Ended September 30, (in thousands)
	2003		2003		2002		2001		2000		1999
Fixed Charges:
Interest expense	$	20,875	$	46,227	$	40,737	$	48,820	$	49,584	$	41,228
Deferred financing		5,846		4,046		3,461		472		521		224
1/3 Rental expense		5,203		5,203		4,374		3,424		2,905		2,235
	$	31,924	$	55,476	$	48,572	$	52,716	$	53,010	$	43,687
Earnings:
Pre tax income from continuing operations	$	145,709	$	122,157	$	205,311	$	163,411	$	134,759	$	145,750
Add: Fixed Charges		31,924		55,476		48,572		52,716		53,010		43,687
Earnings		177,633		177,633		253,883		216,127		187,769		189,437
Ratio of Earnings to Fixed Charges		5.6		3.2		5.2		4.1		3.5		4.3
Rental Expense	$	15,608	$	15,608	$	13,123	$	10,272	$	8,716	$	6,704

(a) The ratio of earnings to fixed charges, after giving pro forma effect to the private placement of CODES and the application of the proceeds therefrom, for the year ended September 30, 2003, assuming the sale of the CODES was completed on October 1, 2002. The pro forma information is based upon the assumption that the proceeds of the CODES were applied to repurchase the Company’s 8% senior notes on October 1, 2002.

EX-23

EXHIBIT 23

Independent Auditors’ Consent

The Board of Directors

Apogent Technologies Inc. and subsidiaries:

We consent to the use of our report dated November 10, 2003, relating to the consolidated balance sheets of Apogent Technologies Inc. and subsidiaries as of September 30, 2003 and 2002 and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended September 30, 2003, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

Our report refers to the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

KPMG LLP

Boston, Massachusetts

February 2, 2004

EX-25

EXHIBIT 25

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) ¨

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)

One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

APOGENT TECHNOLOGIES INC.

(Exact name of obligor as specified in its charter)

Wisconsin	22-2849508
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

AND ITS GUARANTOR SUBSIDIARIES

Delaware	ABgene Inc.	03-0418855
Delaware	Apogent Finance Company	02-0522134
Delaware	Apogent Holding Company	02-0688113
Delaware	Apogent Service Corporation	32-0056654
Delaware	Apogent Transition Corp.	13-3326805

Delaware	Barnstead Thermolyne Corporation	13-3326802
Delaware	BT Canada Holdings Inc.	02-0523030
Alabama	Capitol Vial, Inc.	63-1091273
Wisconsin	Chase Scientific Glass, Inc.	62-1711339
Wisconsin	Consolidated Technologies, Inc.	74-2951231
Delaware	Erie Scientific Company	13-3326819
Delaware	Erie Scientific Company of Puerto Rico	22-2855227
Delaware	Erie UK Holding Company	02-0523659
Wisconsin	Ever Ready Thermometer Co., Inc.	22-3329530
New York	Genevac Inc.	13-3614495
Delaware	G&P Labware Holdings Inc.	02-0528748
Delaware	Lab-Line Instruments, Inc.	36-2160341
California	Lab Vision Corporation	94-3204455
Delaware	Matrix Technologies Corporation	04-2876817
Delaware	Metavac LLC	02-0530733
Delaware	Microgenics Corporation	68-0148167
California	Molecular BioProducts, Inc.	95-3244122
Delaware	Nalge Nunc International Corporation	13-3326816
Wisconsin	National Scientific Company	58-2315507
Connecticut	The Naugatuck Glass Company	06-0465440
California	Neomarkers, Inc.	94-3223858
Wisconsin	NERL Diagnostics Corporation	05-0486109
Wisconsin	Owl Separation Systems, Inc.	39-1915146
Delaware	Quality Scientific Plastics, Inc.	68-0407232
Wisconsin	Remel Inc.	74-2826694
Wisconsin	Richard-Allan Scientific Company	38-3235594
California	Robbins Scientific Corporation	94-2456711

-2-

Delaware	Samco Scientific Corporation	95-3145731
Delaware	Separation Technology, Inc.	93-0968130
Delaware	Seradyn Inc.	02-0530147

(State or other jurisdiction of incorporation or organization)	(Exact name of Guarantor as specified in its Charter)	(I.R.S. Employer Identification Number)
30 Penhallow Street
Portsmouth, New Hampshire		03801
(Address of principal executive offices)		(Zip code)

Floating Rate Senior Convertible Contingent Debt Securities (“CODES”) due 2033

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of	2 Rector Street, New York,
New York	N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York,
	N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-4-

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 28th day of January, 2004.

THE BANK OF NEW YORK
By:	/s/ MARY LAGUMINA
	Name:	MARY LAGUMINA
	Title:	VICE PRESIDENT

Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business September 30, 2003, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	3,688,426
Interest-bearing balances		4,380,259
Securities:
Held-to-maturity securities		270,396
Available-for-sale securities		21,509,356
Federal funds sold in domestic offices		1,269,945
Securities purchased under agreements to resell		5,320,737
Loans and lease financing receivables:
Loans and leases held for sale		629,178
Loans and leases, net of unearned income		38,241,326
LESS: Allowance for loan and lease losses		813,502
Loans and leases, net of unearned income and allowance		37,427,824
Trading Assets		6,323,529
Premises and fixed assets (including capitalized leases)		938,488
Other real estate owned		431
Investments in unconsolidated subsidiaries and associated companies		256,230
Customers’ liability to this bank on acceptances outstanding		191,307
Intangible assets
Goodwill		2,562,478
Other intangible assets		798,536
Other assets		6,636,012
Total assets	$	92,203,132
LIABILITIES
Deposits:
In domestic offices	$	35,637,801
Noninterest-bearing		15,795,823
Interest-bearing		19,841,978
In foreign offices, Edge and Agreement subsidiaries, and IBFs		23,759,599
Noninterest-bearing		599,397
Interest-bearing		23,160,202
Federal funds purchased in domestic offices		464,907
Securities sold under agreements to repurchase		693,638
Trading liabilities		2,634,445
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		11,168,402
Bank’s liability on acceptances executed and outstanding		193,690
Subordinated notes and debentures		2,390,000
Other liabilities		6,573,955
Total liabilities	$	83,516,437
Minority interest in consolidated subsidiaries		519,418
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,284
Surplus		2,057,234
Retained earnings		4,892,597
Accumulated other comprehensive income		82,162
Other equity capital components		0
Total equity capital		8,167,277
Total liabilities minority interest and equity capital	$	92,203,132

-6-

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,

Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith Directors