EXHIBIT 4.1


 





 



 


SPECTRUM
BRANDS, INC.


as
Issuer


the
Guarantors party hereto


and


US
BANK NATIONAL ASSOCIATION

as Trustee


Indenture

Dated as of March 3, 2021


3.875%
Senior Notes due 2031





 













    	 	 	 



     


    

 


TABLE
OF CONTENTS




	ARTICLE
    1   Definitions and Incorporation by Reference	1
	Section
    1.01   Definitions	1
	Section
    1.02   Rules of Construction	31
	ARTICLE
    2   The Notes	32
	Section
    2.01   Form, Dating and Denominations; Legends	32
	Section
    2.02   Execution and Authentication; Additional Notes	33
	Section
    2.03   Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust	34
	Section
    2.04   Replacement Notes	35
	Section
    2.05   Outstanding Notes	35
	Section
    2.06   Temporary Notes	36
	Section
    2.07   Cancellation	36
	Section
    2.08   CUSIP and ISIN Numbers	36
	Section
    2.09   Registration, Transfer and Exchange	36
	Section
    2.10   Restrictions on Transfer and Exchange	39
	Section
    2.11   Temporary Offshore Global Notes	41
	ARTICLE
    3   Redemption; Offer to Purchase	41
	Section
    3.01   Optional Redemption	41
	Section
    3.02   Redemption with Proceeds of Equity Offering	42
	Section
    3.03   Method and Effect of Redemption	42
	Section
    3.04   Offer to Purchase	44
	Section
    3.05   Mandatory Redemption	45
	ARTICLE
    4   Covenants	45
	Section
    4.01   Payment of Notes	45
	Section
    4.02   Maintenance of Office or Agency	46
	Section
    4.03   Existence	46
	Section
    4.04   Payment of Taxes and other Claims	47
	Section
    4.05   Maintenance of Properties and Insurance	47
	Section
    4.06   Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock	47
	Section
    4.07   Limitation on Restricted Payments	51
	Section
    4.08   Limitation on Liens	56
	Section
    4.09   Limitation on Dividend and other Payment Restrictions Affecting Restricted Subsidiaries	57
	Section
    4.10   Guarantees	60
	Section
    4.11   Repurchase of Notes Upon a Change of Control	60
	Section
    4.12   Limitation on Asset Sales	62
	Section
    4.13   Limitation on Transactions with Affiliates	64
	Section
    4.14   Designation of Restricted and Unrestricted Subsidiaries	66
	Section
    4.15   Anti-Layering	67
	Section
    4.16   Reports	67



 


 






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	Section
    4.17   Reports to Trustee	68
	Section
    4.18   Limitation on Activities of Holdings	69
	Section
    4.19   Suspension of Certain Covenants	69
	ARTICLE
    5   Consolidation, Merger or Sale of Assets	70
	Section
    5.01   Consolidation, Merger or Sale of Assets	70
	ARTICLE
    6   Default and Remedies	71
	Section
    6.01   Events of Default	71
	Section
    6.02   Acceleration	72
	Section
    6.03   Other Remedies	72
	Section
    6.04   Waiver of Past Defaults	73
	Section
    6.05   Control by Majority	73
	Section
    6.06   Limitation on Suits	73
	Section
    6.07   Rights of Holders to Receive Payment	73
	Section
    6.08   Collection Suit by Trustee	74
	Section
    6.09   Trustee May File Proofs of Claim	74
	Section
    6.10   Priorities	74
	Section
    6.11   Restoration of Rights and Remedies	74
	Section
    6.12   Undertaking for Costs	75
	Section
    6.13   Rights and Remedies Cumulative	75
	Section
    6.14   Delay or Omission Not Waiver	75
	Section
    6.15   Waiver of Stay, Extension or Usury Laws	75
	ARTICLE
    7   The Trustee	75
	Section
    7.01   General	75
	Section
    7.02   Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):	76
	Section
    7.03   Individual Rights of Trustee	77
	Section
    7.04   Trustee’s Disclaimer	77
	Section
    7.05   Notice of Default	77
	Section
    7.06   [Reserved]	78
	Section
    7.07   Compensation And Indemnity	78
	Section
    7.08   Replacement of Trustee	78
	Section
    7.09   Successor Trustee by Merger	79
	Section
    7.10   Eligibility	80
	Section
    7.11   Money Held in Trust	80
	ARTICLE
    8   Legal Defeasance and Covenant Defeasance; Satisfaction and Discharge	80
	Section
    8.01   Option to Effect Legal Defeasance or Covenant Defeasance	80
	Section
    8.02   Legal Defeasance and Discharge	80
	Section
    8.03   Covenant Defeasance	80
	Section
    8.04   Conditions to Legal Defeasance or Covenant Defeasance	81
	Section
    8.05   Satisfaction and Discharge of Indenture	82
	Section
    8.06   Survival of Certain Obligations	83



 






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	Section
    8.07   Acknowledgment of Discharge by Trustee	83
	Section
    8.08   Deposited Money and Cash Equivalents to Be Held in Trust; Other Miscellaneous Provisions	84
	Section
    8.09   Repayment to Company	84
	Section
    8.10   Indemnity for Government Securities	84
	Section
    8.11   Reinstatement	84
	ARTICLE
    9   Amendment, Supplement and Waivers	85
	Section
    9.01   Amendments Without Consent of Holders	85
	Section
    9.02   Amendments With Consent of Holders	85
	Section
    9.03   [Reserved]	87
	Section
    9.04   Revocation and Effect of Consents	87
	Section
    9.05   Notation on or Exchange of Notes	87
	Section
    9.06   Trustee to Sign Amendments, Etc	87
	ARTICLE
    10   Guarantees	88
	Section
    10.01   The Guarantees	88
	Section
    10.02   Guarantee Unconditional	88
	Section
    10.03   Discharge; Reinstatement	88
	Section
    10.04   Waiver by the Guarantors	89
	Section
    10.05   Subrogation and Contribution	89
	Section
    10.06   Stay of Acceleration	89
	Section
    10.07   Limitation on Amount of Guarantee	89
	Section
    10.08   Execution and Delivery of Guarantee	89
	Section
    10.09   Release of Guarantee	89
	ARTICLE
    11   Miscellaneous	90
	Section
    11.01   [Reserved]	90
	Section
    11.02   Noteholder Communications; Noteholder Actions	90
	Section
    11.03   Notices	91
	Section
    11.04   Certificate and Opinion as to Conditions Precedent	92
	Section
    11.05   Statements Required in Certificate or Opinion	92
	Section
    11.06   Payment Date Other Than a Business Day	92
	Section
    11.07   Governing Law	92
	Section
    11.08   No Adverse Interpretation of Other Agreements	93
	Section
    11.09   Successors	93
	Section
    11.10   Duplicate Originals	93
	Section
    11.11   Separability	93
	Section
    11.12   Table of Contents and Headings	93
	Section
    11.13   No Liability of Directors, Officers, Employees and Stockholders	93
	Section
    11.14   Benefits of Indenture	93
	Section
    11.15   Rules by Trustee and Agents	94


 


 



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EXHIBITS





	EXHIBIT A	Form of Note
	EXHIBIT B	Form of Supplemental
Indenture related to the Guarantors
	EXHIBIT C	Restricted Legend
	EXHIBIT D	DTC Legend
	EXHIBIT E	Regulation S Certificate
	EXHIBIT F	Rule 144A Certificate
	EXHIBIT G	Institutional Accredited
Investor Certificate
	EXHIBIT H	Certificate of Beneficial
Ownership
	EXHIBIT I	Temporary Offshore Global
Note Legend









 


 


 






    	 	iv	 



     


    

 


INDENTURE,
dated as of March 3, 2021, among Spectrum Brands, Inc., a Delaware corporation, as the Company, the Guarantors party hereto and
US Bank National Association, as Trustee.


RECITALS


The Company
has duly authorized the execution and delivery of the Indenture to provide for the issuance of up to $500,000,000 aggregate principal
amount of the Company’s 3.875% Senior Notes Due 2031, and, if and when issued, any Additional Notes (the “Notes”).
All things necessary to make the Indenture a valid agreement of the Company, in accordance with its terms, have been done, and
the Company has done all things necessary to make the Notes (in the case of the Additional Notes, when duly authorized), when
executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of
the Company as hereinafter provided.


In addition,
the Guarantors party hereto have duly authorized the execution and delivery of the Indenture as guarantors of the Notes. All things
necessary to make the Indenture a valid agreement of each Guarantor, in accordance with its terms, have been done, and each Guarantor
has done all things necessary to make the Note Guarantees, when the Notes are executed by the Company and authenticated and delivered
by the Trustee and duly issued by the Company, the valid obligations of such Guarantor as hereinafter provided.


This Indenture
will not be qualified under the Trust Indenture Act and this Indenture will not be deemed to include any of the terms set forth
in the Trust Indenture Act, unless such terms are expressly included in this Indenture.


THIS
INDENTURE WITNESSETH


For and
in consideration of the premises and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree,
for the equal and proportionate benefit of all Holders, as follows:


ARTICLE
1



Definitions and Incorporation by Reference


Section
1.01        Definitions.


“AAG
Acquisition” means the acquisition of all of the equity interests of Armored AutoGroup Parent Inc. pursuant to the AAG
Merger Agreement.


“AAG
Merger Agreement” means the Agreement and Plan of Merger by and among Armored AutoGroup Parent Inc., Spectrum Brands
Holdings, Inc., Ignite Merger Sub, Inc. and, solely in its capacity as representative, Avista Capital Partners II GP, LLC, dated
as of April 28, 2015, in relation to the AAG Acquisition and as amended from time to time.


“Acquired
Debt” means, with respect to any specified Person:



    	 	 	 



     


    




(1)       Indebtedness
of any other Person existing at the time such other Person is merged with or into, or becomes a Subsidiary of, such specified
Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with
or into, or becoming a Subsidiary of, such specified Person; and


(2)       Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


Acquired
Debt will be deemed to have been incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes
a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition
of such assets.


“Additional
Notes” means any notes issued under this Indenture in addition to the Initial Notes, having the same terms in all respects
as the Initial Notes, or in all respects except with respect to issue price and interest accrued on or prior to the issue date
thereof.


“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 purposes of this definition, “control,” as used with respect
to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition,
the terms “controlling,” “controlled by” and “under common control with” shall have correlative
meanings; provided further that Paula Grundstücksverwaltungsgesellschaft mbH & Co. Vermietungs-KG, Mannheim shall
not be deemed an Affiliate of the Company or any of its Restricted Subsidiaries solely by virtue of the beneficial ownership by
the Company or its Restricted Subsidiaries of up to 20% of the Voting Stock of such entity.


“Affiliate
Transaction” has the meaning assigned to such term in Section 4.13.


“Agent”
means any Registrar, Paying Agent or Authenticating Agent.


“Agent
Member” means a member of, or a participant in, the Depositary.


“Applicable
Premium” means, with respect to any Note on any redemption date, the greater of (1) 1.0% of the principal amount of
such Note; or (2) the excess of (a) the present value at such redemption date of (i) the redemption price of such Note at March
15, 2026 (as stated in the table in Section 3.01), plus (ii) all required interest payments due on such Note through March
15, 2026 excluding accrued but unpaid interest to the applicable redemption date, computed using a discount rate equal to the
Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of such Note.


“Asset
Sale” means:


(1)       the
sale, lease, conveyance or other disposition of any property or assets of the Company or any Restricted Subsidiary; provided
that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole will be governed by Section 4.11 and/or Article 5 and not by Section 4.12;
and



    	 	2	 



     


    




(2)       the
issuance of Equity Interests (other than directors’ qualifying shares) by any of the Company’s Restricted Subsidiaries
or the sale by the Company or any Restricted Subsidiary of Equity Interests (other than directors’ qualifying shares) in
any of its Subsidiaries.


Notwithstanding
the preceding, the following are not included in the definition of “Asset Sale”:


(1)       any
single transaction or series of related transactions that involves assets having a fair market value of less than $50.0 million;


(2)       a
transfer of assets between or among the Company and its Restricted Subsidiaries;


(3)       an
issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;


(4)       the
sale, lease, assignment or other disposition of equipment, inventory, accounts receivable or other assets in the ordinary course
of business or consistent with past business practice and any other non-recourse factoring of accounts receivable pursuant to
a factoring program sponsored by a retailer of national standing in partnership with a financial institution or otherwise entered
into by the Company or any of its Subsidiaries with a financial institution;


(5)       the
sale or other disposition of Cash Equivalents;


(6)       a
Permitted Investment or Restricted Payment that is permitted by Section 4.07;


(7)       any
sale or disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable or no longer
used or required for use in the ordinary course of the business of the Company or its Restricted Subsidiaries;


(8)       the
licensing of intellectual property in the ordinary course of business;


(9)       any
sale or other disposition deemed to occur with creating or granting a Lien not otherwise prohibited by the Indenture;


(10)       any
surrender or waiver of contract rights pursuant to a settlement, release, recovery on or surrender of contract, tort or other
claims of any kind;


(11)       foreclosure
or any similar action with respect to any property or other asset of the Company or any of its Restricted Subsidiaries, which
foreclosure or other similar action does not otherwise constitute a Default;


(12)       to
the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot
thereon) for use in a Permitted Business;



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(13)       the
unwinding of any Hedging Obligation; and


(14)       any
disposition (including by capital contribution) of Securitization Assets pursuant to, or in connection with, Permitted Securitization
Financings.


For purposes
of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale,
shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.


“Authenticating
Agent” refers to a Person engaged to authenticate the Notes in the stead of the Trustee.


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the
right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned”
shall have a corresponding meaning.


“Board
of Directors” means:


(1)       with
respect to a corporation, the board of directors of the corporation or any direct or indirect parent company of such corporation,
or any duly authorized committee thereof having the authority of the full board with respect to the determination to be made;


(2)       with
respect to a limited liability company, any managing member thereof or, if managed by managers, the board of managers thereof,
or any duly authorized committee thereof having the authority of the full board with respect to the determination to be made;


(3)       with
respect to a partnership, the Board of Directors of the general partner of the partnership; and


(4)       with
respect to any other Person, the board or committee of such Person or any direct or indirect parent company of such Person serving
a similar function.


“Borrowing
Base” means the sum of (A) 80% of the net book value of accounts receivable of the Company and its Restricted Subsidiaries
and (B) 60% of the net book value of inventory of the Company and its Restricted Subsidiaries (with accounts receivable and inventory
calculated on the basis that all Investments, acquisitions, dispositions, mergers, consolidations and disposed operations that
have been made by the Company and its Restricted Subsidiaries prior to or substantially contemporaneous with the date of any calculation
shall be included or excluded, as the case may be, on a pro forma basis with such calculations made in good faith by a
responsible financial or accounting officer of the Company).


“Business
Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City or in the city
where the Corporate Trust Office of the Trustee is located are authorized by law to close.



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“Capital
Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect
of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.


“Capital
Stock” means:


(1)       in
the case of a corporation, corporate stock;


(2)       in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


(3)       in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and


(4)       any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


“Cash
Equivalents” means (a) United States dollars, Euros, British Pounds Sterling or any other currencies received in the
ordinary course of business; (b) securities issued or directly and fully guaranteed or insured by the United States government
or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support
thereof) having maturities of not more than one year from the date of acquisition; (c) time deposits, certificates of deposit
and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with
maturities not exceeding one year and overnight bank deposits, in each case, with any bank or trust company organized or licensed
under the laws of the United States or any state thereof or the District of Columbia whose short-term debt is rated “A-2”
or higher by S&P or “P-2” or higher by Moody’s; (d) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution
meeting the qualifications specified in clause (c) above; (e) commercial paper having at least a “P-1” rating from
Moody’s or “A-1” from S&P and in each case maturing within nine months after the date of acquisition; (f)
marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state
or any public instrumentality thereof having the highest ratings obtainable from Moody’s or S&P and maturing within
six months from the date of acquisition thereof; (g) money market funds at least 95% of the assets of which constitute Cash Equivalents
of the kinds described in clauses (a) through (f) of this definition; and (h) in the case of a Foreign Subsidiary, substantially
similar investments, of comparable credit quality, denominated in local currency held by such Foreign Subsidiary from time to
time in the ordinary course of business.


“Cash
Management Obligations” means, with respect to any Person, all obligations, whether now owing or hereafter arising,
of such Person in respect of overdrafts and related liabilities or arising from (i) services in connection with operating, collections,
payroll, trust or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer,
wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox or stop payment services, (ii) commercial
credit card and 



    	 	5	 



     


    

 


merchant card services; and (iii) other banking products or services (other than letters of credit and leases).


“Certificate
of Beneficial Ownership” means a certificate substantially in the form of Exhibit H.


“Certificated
Note” means a Note in registered individual form without interest coupons.


“Change
of Control” means the occurrence of any of the following:


(1)       the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries,
taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);


(2)       the
adoption of a plan relating to the liquidation or dissolution of the Company;


(3)       any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the
ultimate Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the Voting Stock of the Company or Holdings;


(4)       [reserved];
or


(5)       Holdings
ceases to directly own all Capital Stock of the Company.


For purposes
of this definition, (i) any direct or indirect holding company of the Company (including Holdings) shall not itself be considered
a Person for purposes of clauses (3) or (5) above or a “person” or “group” for purposes of clauses (3)
or (5) above, provided that no “person” or “group” (other than another such holding company) Beneficially
Owns, directly or indirectly, more than 50% of the voting power of the Voting Stock of such company, and a majority of the Voting
Stock of such holding company immediately following it becoming the holding company of the Company is Beneficially Owned by the
Persons who Beneficially Owned the voting power of the Voting Stock of the Company immediately prior to it becoming such holding
company and (ii) a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement,
merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.


“Change
of Control Offer” has the meaning assigned to such term in Section 4.11.


“Change
of Control Payment” has the meaning assigned to such term in Section 4.11.


“Change
of Control Payment Date” has the meaning assigned to such term in Section 4.11.



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“Code”
means the Internal Revenue Code of 1986, as amended, or any successor statute thereto.


“Commission”
means the Securities and Exchange Commission.


“Company”
means the party named as such in the first paragraph of the Indenture or any successor obligor under the Indenture and the Notes
pursuant to Article 5.


“Consolidated
Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for
such period plus, without duplication:


(a)       provision
for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision
for taxes was deducted in computing such Consolidated Net Income; plus


(b)       Fixed
Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted
in computing such Consolidated Net Income; plus


(c)       depreciation,
amortization (including amortization of goodwill, software and other intangibles but excluding amortization of prepaid cash expenses
that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents
an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior
period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and
other non-cash expenses were deducted in computing such Consolidated Net Income; plus


(d)       (i)
unusual or non-recurring charges, (ii) relocation costs and integration costs or reserves (including such items related to proposed
and completed acquisitions and Asset Sales and to closure/consolidation of facilities), (iii) Transaction Expenses, (iv) Prior
Transaction Expenses, (v) severance costs, including such costs related to proposed and completed Permitted Investments and Asset
Sales and to closure/consolidation of facilities and (vi) commissions, discounts, yield and other fees and charges (including
any interest expense) related to any Permitted Securitization Financing, in each case incurred by the Company and its Restricted
Subsidiaries; plus


(e)       the
amount of cost savings, operational expense improvements and synergies projected by such Person in good faith to be realized as
a result of actions taken during such period or to be taken in connection with a transaction that is being given pro forma
effect (calculated on a pro forma basis as though such cost savings, operational expense improvements and synergies
had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such
actions; provided that (x) such cost savings, operational expense improvements and synergies are reasonably identifiable
and factually supportable and (y) such cost savings, operational expense improvements and synergies are expected in good faith
to be realized within 18 months of the end of such period; minus


(f)       non-cash
items increasing such Consolidated Net Income for such period, other than the accrual of revenue consistent with past practice;
plus



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(g)       the
amount of loss on sale of Securitization Assets (or discount with respect to any financing thereof) in connection with a Permitted
Securitization Financing,


in each case, on a consolidated
basis and determined in accordance with GAAP.


“Consolidated
Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person
and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:


(1)       the
Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting
shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted
Subsidiary thereof;


(2)       the
Net Income of any Restricted Subsidiary (other than a Guarantor) shall be excluded to the extent that the declaration or payment
of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its equityholders;


(3)       the
Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded;


(4)       the
cumulative effect of a change in accounting principles shall be excluded;


(5)       notwithstanding
clause (1) above, the Net Income (but not loss) of any Unrestricted Subsidiary shall be excluded, whether or not distributed to
the specified Person or one of its Subsidiaries;


(6)       (a)
unrealized gains and losses due solely to fluctuations in currency values and the related tax effects according to GAAP shall
be excluded (until realized, at which time such gains or losses shall be included); and (b) unrealized gains and losses with respect
to Hedging Obligations shall be excluded (until realized, at which time such gains or losses shall be included);


(7)       any
non-cash charge or expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans,
or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, Preferred Stock or other rights
shall be excluded;


(8)       (a)(i)
the non-cash portion of “straight line” rent expense less (ii) the cash portion of “straight line”
rent expense which exceeds the amount expensed in respect of such rent expense shall be excluded and (b) non-cash gains, losses,
income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related



    	 	8	 



     


    

 


interpretations
shall be excluded (until realized, at which time such gains or losses shall be included);


(9)       to
the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists
reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a)
approved by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence
(with a deduction for any amount so added back to the extent not so reimbursed within 365 days), (i) expenses with respect to
liability or casualty events or business interruption shall be excluded and (ii) amounts received, or estimated in good faith
to be received, from insurance in respect of lost earnings in respect of liability or causality events or business interruption
shall be included (with a deduction for (x) amounts actually received up to such estimated amount to the extent included in Net
Income in a future period and (y) for estimated amounts in excess of amounts actually received in a future period);


(10)       any
charges resulting from the application of FASB ASC 350, Intangibles — Goodwill and Other, Accounting Standards Codification
Topic 360-10-35-15, Impairment or Disposal of Long-Lived Assets, Accounting Standards Codification Topic 480-10-25-4, Distinguishing
Liabilities from Equity—Overall Recognition, or Accounting Standards Codification Topic 820 Fair Value Measurements
and Disclosures, the amortization of intangibles arising pursuant to FASB ASC 805, Business Combinations, non-cash
interest expense resulting from the application of Accounting Standards Codification Topic 470-20 Debt—Debt with Conversion
Options—Recognition, and any non-cash income tax expense that results from the inability to include deferred tax liabilities
related to indefinite-lived intangible assets as future reversals of temporary differences under FASB ASC 740-10-30-18, shall
be excluded; and


(11)       restructuring
and related charges and acquisition and related integration charges, including but not limited to, restructuring charges related
to the Prior Transactions and the Transactions, shall be excluded.


“Consolidated
Total Debt Ratio” means, with respect to any specified Person, as of any date of determination, the ratio of (1) Consolidated
Total Indebtedness of such Person and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal
financial statements are available immediately preceding the date on which such event for which such calculation is being made
shall occur minus Cash Equivalents included on the consolidated balance sheet of such Person as of the end of such most recent
fiscal quarter to (2) Consolidated Cash Flow of such Person for the most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such event for which such calculation is being made
shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness, Cash Equivalents and Consolidated
Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed
Charge Coverage Ratio.


“Consolidated
Total Indebtedness” means, as of any date of determination, an amount equal to the sum (without duplication) of (a)
the aggregate principal amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries (excluding any



    	 	9	 



     


    

 


 undrawn
letters of credit) consisting of bankers’ acceptances, Obligations in respect of Capital Lease Obligations, debt obligations
evidenced by promissory notes and similar instruments and Indebtedness for borrowed money, plus (b) the aggregate amount
of all outstanding Disqualified Stock of the Company and its Restricted Subsidiaries, with the amount of such Disqualified Stock
equal to the greater of their respective voluntary or involuntary liquidation preferences, in each case determined on a consolidated
basis in accordance with GAAP.


“Contribution
Debt” means Indebtedness or Disqualified Stock of the Company or any Guarantor in an aggregate principal amount or liquidation
preference not greater than twice the aggregate amount of cash received from the issuance and sale of Qualified Equity Interests
of the Company after the Issue Date; provided that:


(1)       such
cash has not been used to make a Restricted Payment and shall thereafter be excluded from any calculation under Section 4.07(a)(iii)(B)
or used to make any Restricted Payment pursuant to Section 4.07(b) (it being understood that if any such Indebtedness
or Disqualified Stock incurred as Contribution Debt is redesignated as incurred under any provision other than Section 4.06(b)(16),
the related issuance of Equity Interests may be included in any calculation under Section 4.07(a)(iii)(B)); and


(2)       such
Contribution Debt (a) is incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution
Debt pursuant to an Officer’s Certificate on the incurrence date thereof.


“Corporate
Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee is principally administered,
which at the date of the Indenture is located at 333 Commerce Street, Suite 800, Nashville, Tennessee 37201.


“Covenant
Defeasance” has the meaning assigned to such term in Section 8.03.


“Covenant
Suspension Event” has the meaning assigned to such term in Section 4.19.


“Credit
Agreement” means the Amended and Restated Credit Agreement, dated as of June 30, 2020 among the Company, as lead borrower,
Holdings, the guarantors party thereto, the lenders party thereto from time to time and Royal Bank of Canada, as administrative
agent, together with any related documents, including any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, in each case as such credit agreement, in whole or in part, in one or more instances, may be
amended, restated, amended and restated, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise
modified from time to time (including any successive restatements, renewals, extensions, substitutions, refinancings, restructurings,
replacements, supplementations or other modifications of the foregoing and including any amendment increasing the amount of Indebtedness
incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated
thereby or deleting, adding or substituting one or more borrowers or other parties thereto (whether or not such added or substituted
parties are banks or other institutional lenders)), including into one or more debt facilities, commercial paper facilities or
other debt instruments, indentures or agreements (including by means of sales 



    	 	10	 



     


    

 


of debt securities (including Additional Notes)
to institutional investors), providing for revolving credit loans, term loans, letters of credit or other debt obligations, whether
any such restatements, renewals, extensions, substitutions, refinancings, restructurings, replacements, supplementations or other
modifications (1) occurs simultaneously or not with the termination or repayment of a prior credit agreement or (2) occurs on
one or more separate occasions.


“Credit
Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement), or commercial
paper facilities with banks or other institutional lenders or investors or indentures or other agreements providing for revolving
credit loans, term loans, debt securities (including related exchange notes and guarantees thereof), receivables financing (including
through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit or other long-term indebtedness and, in each case, as such agreements may be amended, amended
and restated, supplemented, in any manner whatsoever modified, refinanced, extended, substituted, replaced, renewed, or otherwise
restructured or refunded, in whole or in part, in one or more instances, from time to time (including any successive renewals,
extensions, substitutions, refinancings, restructurings, replacements, supplementations or other modifications of the foregoing
and including any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the
maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties
thereto (whether or not such added or substituted parties are banks or other lenders)), including into one or more debt facilities,
commercial paper facilities or other debt instruments, indentures or agreements (including by means of sales of debt securities
(including Additional Notes)), providing for revolving credit loans, term loans, letters of credit or other debt obligations,
whether any such extension, replacement or refinancing (1) occurs simultaneously or not with the termination or repayment of a
prior debt facility or (2) occurs on one or more separate occasions.


“Default”
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


“Depositary”
means the depositary of each Global Note, which will initially be DTC.


“Designated
Non-cash Consideration” means any non-cash consideration received by the Company or one of its Restricted Subsidiaries
in connection with an Asset Sale that is designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate
executed by an Officer of the Company or such Restricted Subsidiary at the time of such Asset Sale.


“Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or
for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof,
in whole or in part, on or prior to the date that is 91 days after the date that is the earlier date on which the Notes mature
and the date the Notes are no longer outstanding, except to the extent such Capital Stock is solely redeemable with, or solely
exchangeable for, any Equity Interests of the Company that are not Disqualified Stock; provided that if such Capital Stock
is issued to any plan for the benefit of employees of the Company or its 



    	 	11	 



     


    

 


Subsidiaries or by any such plan to such employees, such
Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its
Subsidiaries in order to satisfy applicable statutory or regulatory obligation; provided, further, that any Capital
Stock held by any future, present or former employee, director, officer, manager or consultant (or their estates, spouses or former
spouses) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any stockholders
agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not
constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries following
the termination of employment of such employee, director, officer, manager or consultant with the Company or any of its Subsidiaries
(so long as, in each case referred to in this sentence, any such requirement is made subject to compliance with the Indenture).
Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders
thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an
asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase
or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07.
The term “Disqualified Stock” shall also include any options, warrants or other rights that are convertible into Disqualified
Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is 91 days after
the date on which the Notes mature.


“DTC”
means The Depository Trust Company, a New York corporation, and its successors.


“DTC
Legend” means the legend set forth in Exhibit D.


“Domestic
Subsidiary” means any Restricted Subsidiary of the Company other than a Restricted Subsidiary that is (1) a “controlled
foreign corporation” under Section 957 of the Internal Revenue Code or (2) a Subsidiary of any such controlled foreign corporation.


“Equity
Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock).


“Equity
Offering” means a primary offering, after the Issue Date, of Qualified Equity Interests of the Company or of Holdings
or any direct or indirect parent of Holdings (to the extent the proceeds thereof are contributed to the common equity of the Company)
other than an issuance registered on Form S-4 or S-8 or any successor thereto or any issuance pursuant to employee benefit plans
or otherwise in compensation to officers, directors or employees.


“Event
of Default” has the meaning assigned to such term in Section 6.01.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


“Existing
Indebtedness” means the aggregate principal amount of Indebtedness of the Company and its Subsidiaries (other than Indebtedness
described in Section 4.06(b)(1) and (b)(3)) in existence on the Issue Date, until such amounts are repaid.



    	 	12	 



     


    




“Existing
Notes” means, collectively, the Company’s (i) 6.125% Senior Notes due 2024 outstanding on the Issue Date, (ii)
5.75% Senior Notes due 2025 outstanding on the Issue Date, (iii) 4.00% Senior Notes due 2026 outstanding on the Issue Date, (iv)
5.00% Senior Notes due 2029 and (v) 5.50% Senior Notes due 2030 outstanding on the Issue Date.


“fair
market value” means the price that would be paid in an arm’s-length transaction between an informed and willing
seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by
the Board of Directors, whose determination shall be conclusive if evidenced by a resolution of the Board of Directors.


“Fixed
Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash
Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person
or any of its Subsidiaries incurs, assumes, Guarantees, repays, retires, extinguishes, repurchases or redeems any Indebtedness
(other than in the case of any Permitted Securitization Financing, in which case interest expense shall be computed based upon
the average daily balance of such Indebtedness during the applicable period) or issues, repurchases or redeems Disqualified Stock
or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated
and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation
Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption,
Guarantee, repayment, retirement, extinguishment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption
of Disqualified Stock or Preferred Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of
the applicable four-quarter reference period.


In addition,
for purposes of calculating the Fixed Charge Coverage Ratio:


(1)       Investments
or acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any
Person that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations
and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period
and on or prior to the Calculation Date shall be given pro forma effect as if they had occurred on the first day of the
four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated on a pro forma basis,
but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;


(2)       the
Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded;


(3)       the
Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded, but only to the
extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Subsidiaries
following the Calculation Date; and



    	 	13	 



     


    




(4)       consolidated
interest expense attributable to interest on any Indebtedness (whether existing or being incurred) computed on a pro forma
basis and bearing a floating interest rate shall be computed as if the rate in effect on the Calculation Date (taking into
account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining
term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable
rate for the entire period.


For purposes
of this definition, whenever pro forma effect is to be given to any event, the pro forma calculations shall be made
in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include
adjustments appropriate, in the reasonable good faith determination of the Company as set forth in an Officer’s Certificate,
to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable
event.


“Fixed
Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:


(1)       the
consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including,
without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter of credit, bankers’ acceptance financings
or any Permitted Securitization Financing which are payable to Persons other than the Company and its Restricted Subsidiaries,
and net of the effect of all payments made, received or accrued in connection with Hedging Obligations (but excluding unrealized
gains or losses with respect thereto), but excluding (i) amortization of deferred financing fees, debt issuance costs, commissions,
fees and expenses, (ii) any expensing of bridge, commitment and other financing fees, (iii) any redemption premiums, prepayment
fees, or other charges or penalties incurred in connection with the Transactions or the Prior Transactions and (iv) any premiums,
fees or other charges incurred in connection with the refinancing of the Existing Indebtedness on the Issue Date (in each case
of (i) through (iv), to the extent included in any of the foregoing items listed in clause (1)); plus


(2)       the
consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus


(3) any
interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or
secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called
upon; plus


(4)       the
product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock or Preferred
Stock of such Person or any of its Restricted Subsidiaries, other than (i) dividends on Equity Interests payable solely in Equity
Interests of the Company (other than Disqualified Stock) or (ii) dividends to the Company or a Restricted Subsidiary of the Company,
times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal,
state and local



    	 	14	 



     


    

 


statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance
with GAAP.


Notwithstanding
the foregoing, any additional charges arising from (i) the application of Accounting Standards Codification Topic 480-10-25-4
“Distinguishing Liabilities from Equity— Overall—Recognition” to any series of Preferred Stock other than
Disqualified Equity Interests or (ii) the application of Accounting Standards Codification Topic 470-20-25 “Debt—Debt
with Conversion Options—Recognition,” in each case, shall be disregarded in the calculation of Consolidated Fixed
Charges.


“Foreign
Subsidiary” means any Restricted Subsidiary of the Company other than a Domestic Subsidiary.


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight
Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting profession, which are in effect on December 4, 2014.


“GAC
Divestiture” means the completed sale of Spectrum Brands Holdings, Inc.’s global auto care business, as contemplated
by the Acquisition Agreement, dated as of November 15, 2018, by and among Spectrum Brands Holdings, Inc. and Energizer Holdings,
Inc.


“GBL
Divestiture” means the completed sale of Spectrum Brands Holdings, Inc.’s global battery, lighting and portable
power business, as contemplated by the Amended and Restated Acquisition Agreement, dated as of November 15, 2018, by and among
Spectrum Brands Holdings, Inc. and Energizer Holdings, Inc.


“Global
Note” means a Note in registered global form without interest coupons.


“Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America for the payment
of which guarantee or obligations the full faith and credit of the United States is pledged.


“Guarantee”
means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course
of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters
of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.


“Guarantors”
means:


(1)       Holdings
and each direct or indirect Domestic Subsidiary of the Company that guarantees Indebtedness under a Credit Facility or any of
the Existing Notes on the Issue Date; and



    	 	15	 



     


    




(2) any
other subsidiary that executes a Note Guarantee in accordance with the provisions of the Indenture; and their respective successors
and assigns until released from their obligations under their Note Guarantees and the Indenture in accordance with the terms of
the Indenture.


“Hedging
Obligations” means, with respect to any specified Person, the obligations of such Person under:


(1)       interest
rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed
for the purpose of managing interest rate risk;


(2)       commodity
swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose
of managing commodity price risk; and


(3)       foreign
exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of managing foreign
currency exchange rate risk.


“Holder”
or “Noteholder” means the registered holder of any Note.


“Holdings”
means SB/RH Holdings, LLC or any successor obligor under this Indenture and its Notes Guarantee pursuant to Section 4.10(b)(2).


“IAI
Global Note” means a Global Note resold to Institutional Accredited Investors bearing the Restricted Legend.


“incur”
means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become directly or indirectly
liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided
that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company
will be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Company and
(2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional
Indebtedness with the same terms and the payment of dividends on Disqualified Stock in the form of additional shares of the same
class of Disqualified Stock (to the extent provided for when the Indebtedness or Disqualified Stock on which such interest or
dividend is paid was originally issued) shall be considered an incurrence of Indebtedness; provided that in each case the
amount thereof is for all other purposes included in the Fixed Charges and Indebtedness of the Company or its Restricted Subsidiary
as accrued.


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:


(1)       in
respect of borrowed money;



    	 	16	 



     


    




(2)        evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), but
excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations entered into
in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to
the extent such drawing is reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement;


(3)       in
respect of banker’s acceptances;


(4)       in
respect of Capital Lease Obligations;


(5)       in
respect of the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an
accrued expense or trade payable;


(6)       representing
Hedging Obligations, other than Hedging Obligations that are incurred in the ordinary course of business for the purpose of fixing,
hedging, swapping, managing interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any
such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness
of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency
exchange rates or by reason of fees, indemnities and compensation payable thereunder; or


(7)       representing
Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends;


if and to the extent that
any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet
(excluding the footnotes thereto) of the specified Person prepared in accordance with GAAP or, in the case of any earn-out obligation
or purchase price adjustment, would have been recorded as a liability under GAAP prior to the adoption of Financial Accounting
Standards Board Statement No. 141R. In addition, the term “Indebtedness” includes (x) all Indebtedness of others secured
by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), provided
that the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at such date of determination
and (B) the amount of such Indebtedness, and (y) to the extent not otherwise included, the Guarantee by the specified Person of
any Indebtedness of any other Person. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified
Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock
as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to
this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market
value shall be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock.


The amount
of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations
as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving
rise to the obligation, and shall be:



    	 	17	 



     


    




(1)       the
accreted value thereof, in the case of any Indebtedness issued with original issue discount; and


(2)       the
principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness;


provided that Indebtedness
shall not include:


(i)       any
liability for federal, state, local or other taxes;


(ii)       performance,
surety or appeal bonds provided in the ordinary course of business;


(iii)       agreements
providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety
bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements,
in any case incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees
of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the
purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by
the Company or any Restricted Subsidiary in connection with such disposition;


(iv)       deferred
revenue; or


(v)       obligations
under or in respect of Permitted Securitization Financing.


“Indenture”
means this indenture, as amended or supplemented from time to time.


“Initial
Notes” means the Notes issued on the Issue Date and any Notes issued in replacement thereof.


“Initial
Purchasers” means the initial purchasers party to a Purchase Agreement with the Company relating to the sale of the
Initial Notes or Additional Notes by the Company.


“Institutional
Accredited Investor” means an institutional “accredited investor” (as defined) in Rule 501(a), (2),
(3) or (7) under the Securities Act.


“Institutional
Accredited Investor Certificate” means a certificate substantially in the form of Exhibit G hereto.


“Investment
Grade” means a rating of BBB- or higher by S&P and Baa3 or higher by Moody’s, or the equivalent of such ratings
by another Rating Agency.


“interest”,
in respect of the Notes, unless the context otherwise requires, refers to interest and Additional Interest, if any.



    	 	18	 



     


    




“Interest
Payment Date” means each March 15 and September 15 of each year, commencing September 15, 2021.


“Investments”
means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans or other extensions of credit (including Guarantees, but excluding advances to customers or suppliers in the
ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on
the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary
course of business), advances (excluding commission, travel, payroll and similar advances to officers and employees made consistent
with past practices), capital contributions (by means of any transfer of cash or other property to others or any payment for property
or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests
or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance
with GAAP.


If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted
Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Investment in such Restricted Subsidiary not sold or disposed of in an amount determined
as provided in Section 4.07(c). The acquisition by the Company or any Restricted Subsidiary of the Company of a Person
that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in
such third Person only if such Investment was made in contemplation of, or in connection with, the acquisition of such Person
by the Company or such Restricted Subsidiary and the amount of any such Investment shall be determined as provided in Section
4.07(c).


“Issue
Date” means March 3, 2021, the date on which the Initial Notes are originally issued under this Indenture.


“Legal
Defeasance” has the meaning assigned to such term in Section 8.02.


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect
of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other
title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of
any jurisdiction.


“Moody’s”
means Moody’s Investors Service, Inc. and its successors.


“Net
Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance
with GAAP and before any reduction in respect of Preferred Stock dividends, excluding, however:



    	 	19	 



     


    




(1)       any
gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any sale of
assets outside the ordinary course of business of such Person; or (b) the disposition of any securities by such Person or any
of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries;
and


(2)       any
extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.


“Net
Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent
corresponding to the principal, but not the interest component, thereof) received by the Company or any of its Restricted Subsidiaries
in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash
consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting, brokerage and investment banking fees, and sales commissions, and any relocation expenses incurred as a result
thereof, (2) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions
arising therefrom and any tax sharing arrangements in connection therewith, (3) amounts required to be applied to the repayment
of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or required
to be paid as a result of such sale, and (4) any reserve for adjustment in respect of the sale price of such asset or assets established
in accordance with GAAP.


“Non-U.S.
Person” means a Person that is not a U.S. person, as defined in Regulation S.


“Notes”
has the meaning assigned to such term in the Recitals.


“Note
Guarantee” means the Guarantee by each Guarantor of the Company’s payment obligations under this Indenture and
on the Notes, executed pursuant to this Indenture.


“Obligations”
means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.


“Offer
to Purchase” has the meaning assigned to such term in Section 3.04.


“Offering
Memorandum” means the Offering Memorandum dated February 19, 2021 relating to the sale of the Initial Notes.


“Officer”
means the chairman of the Board of Directors, the president or chief executive officer, any vice president, the chief financial
officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary, of the Company.


“Officer’s
Certificate” means a certificate signed in the name of the Company by any of the chairman of the Board of Directors,
the president or chief executive officer, the chief financial officer, a vice president, the treasurer or any assistant treasurer
or the secretary or any assistant secretary.



    	 	20	 



     


    




“Offshore
Global Note” means a Global Note representing Notes issued and sold pursuant to Regulation S.


“Opinion
of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, satisfactory
to the Trustee.


“Paying
Agent” means an office or agency where Notes may be presented for payment.


“Permanent
Offshore Global Note” means an Offshore Global Note that does not bear the Temporary Offshore Global Note Legend.


“Permitted
Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on
the Issue Date and other businesses complementary, similar or reasonably related, ancillary or incidental thereto or reasonable
extensions thereof.


“Permitted
Debt” has the meaning assigned to such term in Section 4.06.


“Permitted
Investments” means:


(1)       any
Investment in the Company or in a Restricted Subsidiary of the Company;


(2)       any
Investment in Cash Equivalents;


(3)       any
Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:


(a)       such
Person becomes a Restricted Subsidiary of the Company; or


(b)       such
Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or a Restricted Subsidiary of the Company;


(4)       any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale (including Designated Non-Cash Consideration)
that was made pursuant to and in compliance with Section 4.12;


(5)       Hedging
Obligations that are incurred in the ordinary course of business for the purpose of managing interest rate, commodity price or
foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for
speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result
of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation
payable thereunder;


(6)       stock,
obligations or securities received in satisfaction of judgments;



    	 	21	 



     


    




(7)       Investments
in securities of trade debtors or customers received (x) pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade
debtors or customers or in compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates,
(y) as a result of the foreclosure by the Company or any Restricted Subsidiaries with respect to any secured Investment or other
transfer of title, or (z) as a result of litigation, or other disputes with Persons who are not Affiliates;


(8)       other
Investments in any Person engaged in a Permitted Business having an aggregate fair market value (measured on the date each such
Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (8) since the Issue Date, not to exceed the greater of (x) $200.0 million and (y) 20.0% of Consolidated
Cash Flow, in each case, net of any return of or on such Investment received by the Company or a Restricted Subsidiary;


(9)       Investments
consisting of purchases and acquisitions of inventory, supplies, material or equipment, or the licensing or contribution of intellectual
property pursuant to joint marketing, joint development or similar arrangements with other Persons;


(10)       advances,
loans, rebates and extensions of credit (including the creation of receivables) to suppliers, customers and vendors, and performance
guarantees, in each case in the ordinary course of business;


(11)       Investments
in prepaid expenses, negotiable instruments held for collection and lease and utility and worker’s compensation deposits
provided to third parties in the ordinary course of business;


(12)       Investments
(other than in Restricted Subsidiaries) outstanding on the Issue Date or made pursuant to binding agreements in effect on the
Issue Date, including any extension, modification or renewal of such Investments, to the extent not involving any additional Investment
other than as the result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities;


(13)       advances
and loans to officers, directors or employees for business-related travel expenses, moving expenses and other similar expenses,
in each case incurred in the ordinary course of business or consistent with past practice or to fund such person’s purchase
of Equity Interests of the Company or any direct or indirect parent of the Company;


(14)       Investments
in joint ventures having an aggregate fair market value, when taken together with all other Investments made pursuant to this
clause that are at the time outstanding, not to exceed $100.0 million at the time of such Investment (with the fair market value
of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided,
however, that if any Investment pursuant to this clause (14) is made in any Person that is not the Company or a Restricted
Subsidiary at the date of the making of such Investment and such Person becomes the Company or a Restricted Subsidiary after such
date, such Investment shall thereafter be deemed to have been made pursuant to clause



    	 	22	 



     


    

 


(1) above and shall cease to have been made
pursuant to this clause (14) for so long as such Person continues to be the Company or a Restricted Subsidiary;


(15)       Investments
in Unrestricted Subsidiaries having an aggregate fair market value, when taken together with all other Investments made pursuant
to this clause that are at the time outstanding, not to exceed $100.0 million at the time of such Investment (with the fair market
value of each Investment being measured at the time made and without giving effect to subsequent changes in value);


(16)        Investments
consisting of Securitization Assets or arising as a result of Permitted Securitization Financings; and


(17)        any
Investment in an entity which is not a Restricted Subsidiary to which a Restricted Subsidiary sells Securitization Assets pursuant
to a Permitted Securitization Financing.


“Permitted
Liens” means:


(1)       Liens
securing Indebtedness incurred and then outstanding pursuant to Section 4.06(b)(1) and other Obligations in respect thereof;


(2)       Liens
in favor of the Company or any Guarantor;


(3)       Liens
on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted
Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation
and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted
Subsidiary;


(4)       Liens
on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided
that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than
the property so acquired by the Company or the Restricted Subsidiary;


(5)       Liens
existing on the Issue Date not otherwise permitted hereby;


(6)       Liens
securing Permitted Refinancing Indebtedness (other than in respect of Indebtedness referred to in clause (1)); provided
that such Liens do not extend to any property or assets other than the property or assets that secure the Indebtedness being refinanced;


(7)        Liens
incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations
that do not exceed the greater of $200.0 million or 20.0% of Consolidated Cash Flow;


(8)       Liens
on the assets of a Foreign Subsidiary securing Indebtedness of a Foreign Subsidiary that was permitted by the terms of this Indenture
to be incurred;



    	 	23	 



     


    




(9)       pledges
or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits
in connection with bids, tenders, contracts or leases, or to secure public or statutory obligations, surety bonds, customs duties
and the like, or for the payment of rent, in each case incurred in the ordinary course of business and not securing Indebtedness;


(10)        Liens
imposed by law, such as carriers’, vendors’, warehousemen’s and mechanics’ liens or other similar liens,
in each case for sums not yet due or being contested in good faith and by appropriate proceedings;


(11)       Liens
in respect of taxes and other governmental assessments and charges which are not yet due or which are being contested in good
faith and by appropriate proceedings;


(12)       Liens
securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such
letters of credit and the proceeds thereof;


(13)       (x)
minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real
property, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of
such Person or the ownership of its properties, not interfering in any material respect with the conduct of the business of the
Company and its Restricted Subsidiaries or (y) any zoning or similar law or right reserved to or vested in any governmental authority
to control or regulate the use of any real property;


(14)       licenses
or leases or sublicenses or subleases as licensor, lessor, sublicensor or sublessor of any of its property, including intellectual
property, in the ordinary course of business;


(15)       customary
Liens in favor of trustees and escrow agents, and netting and setoff rights, banker’s liens and the like in favor of financial
institutions and counterparties to financial obligations and instruments, including Hedging Agreements;


(16)       Liens
on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition
of such assets;


(17)       options,
put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships
and the like;


(18)       judgment
liens, and Liens securing appeal bonds or letters of credit issued in support of or in lieu of appeal bonds, so long as no Event
of Default then exists as a result thereof;


(19)       Liens
incurred in the ordinary course of business not securing Indebtedness and not in the aggregate materially detracting from the
value of the properties or their use in the operation of the business of the Company and its Restricted Subsidiaries;



    	 	24	 



     


    

 





(20)        Liens
(including the interest of a lessor under a Capital Lease) on property that secure Indebtedness incurred under clause (4) of Permitted
Debt for the purpose of financing all or any part of the purchase price or cost of construction or improvement of such property
and which attach within 365 days after the date of such purchase or the completion of construction or improvement;


(21)       deposits
in the ordinary course of business to secure liability to insurance carriers;


(22)       Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with
the importation of goods in the ordinary course of business;


(23)       Liens
consisting of contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in
connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted
Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company
and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company
or any of its Restricted Subsidiaries in the ordinary course of business;


(24)       Liens
arising from financing statements filings under the Uniform Commercial Code or similar state laws regarding operating leases entered
into by the Company and its Restricted Subsidiaries in the ordinary course of business;


(25)        Liens
securing Cash Management Obligations and all Obligations under the Hedging Agreements owed to Persons that were agents and the
lenders under the Credit Agreement or their affiliates at the time of entry into the agreements governing such obligations;


(26)        Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company
and its subsidiaries in the ordinary course of business;


(27)        Liens
created for the benefit of the Notes or the Note Guarantees with respect thereto; and


(28)        Liens
in respect of Permitted Securitization Financings that extend only to the assets subject thereto and Liens on the Equity Interests
of Special Purpose Securitization Subsidiaries.


“Permitted
Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange
for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company
or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:


(1)       the
principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount
(or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus
all 



    	 	25	 



     


    

 


accrued interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing (including
tender premiums) and such reasonable expenses, defeasance costs and fees incurred in connection therewith);


(2)       such
Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average
Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded;


(3)       if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the
Notes or the Note Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the Notes or such
Note Guarantees on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; and


(4)       in
no event may Indebtedness of the Company or any Guarantor be refinanced by means of Indebtedness of a Restricted Subsidiary that
is not a Guarantor.


“Permitted
Securitization Documents” means all documents and agreements evidencing, relating to or otherwise governing a Permitted
Securitization Financing.


“Permitted
Securitization Financing” means one or more securitization transactions pursuant to which (i) Securitization Assets
or interests therein are sold to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special
Purpose Securitization Subsidiaries finance their acquisition of such Securitization Assets or interests therein, or the financing
thereof, by selling such Securitization Assets to a Person that is not the Company or a Restricted Subsidiary or borrowing against
Securitization Assets from a Person that is not the Company or a Restricted Subsidiary; provided, that (i) such Permitted Securitization
Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair
and reasonable to the Company and the Restricted Subsidiaries (as determined by the Company in good faith), (ii) all sales of
Securitization Assets and related assets by the Company or any Restricted Subsidiary to any Special Purpose Securitization Subsidiary
or any other Person are made at fair market value (as determined by the Company in good faith), (iii) the financing terms, covenants,
termination events and other provisions thereof shall be market terms (as determined by the Company in good faith) and (iv) the
obligations under such Permitted Securitization Financing are non-recourse (except for customary representations, warranties,
covenants and indemnities made in connection with such facilities) to the Company or any of the Restricted Subsidiaries (other
than a Special Purpose Securitization Subsidiary).


“Person”
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.



    	 	26	 



     


    




“Preferred
Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other
Capital Stock of such Person with respect to dividends or redemption upon liquidation.


“principal”
of any Indebtedness means the principal amount of such Indebtedness, (or if such Indebtedness was issued with original issue discount,
the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness),
together with, unless the context otherwise indicates, any premium then payable on such Indebtedness.


“Prior
Transaction Expenses” means fees and expenses payable or otherwise borne by the Company and its Restricted Subsidiaries
in connection with the Prior Transactions, including the costs of legal and financial advisors to the Company.


“Prior
Transactions” means, collectively, (a) the execution, delivery and performance by the Company and the other parties
thereto of the term loan commitment agreement no. 2 among Holdings, Spectrum Brands, as lead borrower, the lenders party thereto
and Deutsche Bank AG New York Branch, as agent, and the making of the borrowings thereunder, (b) the issuance of the Company’s
6.125% Senior Notes due 2024 outstanding on the Issue Date, (c) the consummation of the acquisition of (i) Tell Manufacturing,
Inc., (ii) Proctor and Gamble’s European pet food business and (iii) Salix Animal Health, LLC., (d) the issuance of the
Company’s 5.75% Senior Notes due 2025, (e) the issuance by Spectrum Brands Legacy, Inc. (formerly known as “Spectrum
Brands Holdings, Inc.”) of its common stock in the registered offering completed in connection with the AAG Acquisition,
(f) the consummation of the AAG Acquisition, (g) the issuance of the Company’s 4.00% Senior Notes due 2026, (h) the consummation
of the Spectrum Merger, (i) the consummation of the GBL Divestiture, (j) the consummation of the GAC Divestiture, (k) the issuance
of the Company’s 5.00% Senior Notes due 2029; and (l) the issuance of Spectrum Brands’ 5.50% Senior Notes due 2030.


“Purchase
Agreement” means (i) the Purchase Agreement dated February 19, 2021 among the Company, the Guarantors and the Initial
Purchasers entered into in connection with the sale and issuance of the Initial Notes and (ii) with respect to any Additional
Notes, any purchase agreement between the Company and the Initial Purchasers party thereto relating to the purchase from the Company
of such Additional Notes.


“Qualified
Equity Interests” means all Equity Interests of a Person other than Disqualified Stock.


“Rating
Agencies” means S&P and Moody’s; provided, that if either S&P or Moody’s (or both) shall
cease issuing a rating on the Notes for reasons outside the control of the Company, the Company may select a nationally recognized
statistical rating agency to substitute for S&P or Moody’s (or both).


“Receivables
Assets” means, accounts receivable (including any bills of exchange) and related assets and property from time to time
originated, acquired or otherwise owned by the Company or any Subsidiary.


“Register”
has the meaning assigned to such term in Section 2.09.



    	 	27	 



     


    




“Registrar”
means an office or agency where Notes may be presented for registration of transfer or for exchange.


“Regular
Record Date” for the interest payable on any Interest Payment Date means the March 15 or September 15 (whether or not
a Business Day) next preceding such Interest Payment Date.


“Regulation
S” means Regulation S under the Securities Act.


“Regulation
S Certificate” means a certificate substantially in the form of Exhibit E hereto.


“Replacement
Assets” means (1) non-current assets (other than securities of any Person) that will be used or useful in a Permitted
Business or (2) all or substantially all of the assets of a Permitted Business or Voting Stock of any Person engaged in a Permitted
Business that will become on the date of acquisition thereof a Restricted Subsidiary.


“Restricted
Investment” means an Investment other than a Permitted Investment.


“Restricted
Legend” means the legend set forth in Exhibit C.


“Restricted
Payment” has the meaning assigned to such term in Section 4.07.


“Restricted
Period” means the relevant 40-day distribution compliance period as defined in Regulation S.


“Restricted
Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Unless the
context otherwise requires, “Restricted Subsidiary” refers to a Restricted Subsidiary of the Company.


“Reversion
Date” has the meaning assigned to such term in Section 4.19.


“Rule
144A” means Rule 144A under the Securities Act.


“Rule
144A Certificate” means (i) a certificate substantially in the form of Exhibit F hereto or (ii) a written
certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring
such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment
discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware
that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section
5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company
as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.


“S&P”
means S&P Global Ratings, a division of McGraw Hill, Inc. and its successors.



    	 	28	 



     


    




“Secured
Leverage Ratio” means, on any date of determination (the “transaction date”), the ratio of (x) the
aggregate amount of all Consolidated Total Indebtedness secured (or deemed secured pursuant to Section 4.06(b)(1)(y)) by a Lien
on an any asset of the Company or any of its Restricted Subsidiaries (other than Liens described in clauses (2), (8), (25) and
(27) of the definition of “Permitted Liens”) of the Company and its Restricted Subsidiaries, determined on a consolidated
basis (with any Indebtedness incurred pursuant to Section 4.06(b)(1)(y) deemed to be secured Indebtedness for this purpose in
connection with any measurement of the Secured Leverage Ratio pursuant to such clause) minus the aggregate amount of unrestricted
cash and Cash Equivalents owned by the Company and its Restricted Subsidiaries on a consolidated basis to (y) the aggregate amount
of Consolidated Cash Flow of the Company and its Restricted Subsidiaries for the four fiscal quarters immediately prior to the
transaction date for which internal financial statements are available in each case with such pro forma adjustments to
Indebtedness and Consolidated Cash Flow as are consistent with the pro forma adjustment provisions of the Fixed Charges
Coverage Ratio.


“Securities
Act” means the Securities Act of 1933, as amended.


“Securitization
Assets” means any of the following assets (or interests therein) from time to time originated, acquired or otherwise
owned by the Company or any Restricted Subsidiary or in which the Company or any Restricted Subsidiary has any rights or interests,
in each case, without regard to where such assets or interests are located: (1) Receivables Assets and (2) any other assets and
property to the extent customarily included in accounts receivable securitization transactions of the relevant type in the applicable
jurisdictions (as determined by the Company in good faith).


“Securitization
Fees” means distributions or payments made directly or by means of discounts with respect to any participation interests
issued or sold in connection with, and all other fees paid to a Person that is not a Restricted Subsidiary in connection with,
any Permitted Securitization Financing.


“Securitization
Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Permitted Securitization Financing
to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including
as a result of a Securitization Asset or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim
of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.


“Significant
Subsidiary” means any Subsidiary that would constitute a “significant subsidiary” within the meaning of
Article 1, Rule 1-02(w)(1)(i) or (ii) of Regulation S-X of the Securities Act.


“Special
Purpose Securitization Subsidiary” means (i) a direct or indirect Restricted Subsidiary of the Company established in
connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein and/or
Equity Interests in other Special Purpose Securitization Subsidiaries, and which is organized in a manner (as determined by the
Company in good faith) intended to reduce the likelihood that it would be substantively consolidated with the Company or any of
its Restricted Subsidiaries (other than 



    	 	29	 



     


    

 


Special Purpose Securitization Subsidiaries) in the event the Company or any such Restricted
Subsidiary becomes subject to a proceeding under the Bankruptcy Code (or other insolvency law) and (ii) any subsidiary of a Special
Purpose Securitization Subsidiary.


“Spectrum
Merger” means the series of transactions contemplated by the Agreement and Plan of Merger, dated as of February 24,
2018, as amended by Amendment No. 1 thereto, dated as of June 8, 2018, by and among Spectrum Brands Legacy, Inc., Spectrum Brands
Holdings, Inc., HRG SPV Sub I, Inc. and HRG SPV Sub II, Inc.


“Stated
Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on
which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness,
and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.


“Subsidiary”
means, with respect to any specified Person:


(1)       any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person
(or a combination thereof); and


(2)       any
partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person
or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).


“Suspended
Covenants” has the meaning assigned to such term in Section 4.19.


“Suspension
Period” has the meaning assigned to such term in Section 4.19.


“Temporary
Offshore Global Note” means an Offshore Global Note that bears the Temporary Offshore Global Note Legend.


“Temporary
Offshore Global Note Legend” means the legend set forth in Exhibit  I.


“Termination
Date” has the meaning assigned to such term in Section 3.05.


“Transaction
Expenses” means fees and expenses payable or otherwise borne by the Company and its Restricted Subsidiaries in connection
with the Transactions, including the costs of legal and financial advisors to the Company.


“Transactions”
means the transactions described under the heading “Summary–Recent Developments” in the Offering Memorandum.


“Treasury
Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities
with a constant maturity (as compiled 



    	 	30	 



     


    

 


and published in the most recent Federal Reserve Statistical Release H.15(519) that has
become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to
March 15, 2026; provided, however, that if the period from the redemption date to March 15, 2026, is less than one
year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year
will be used.


“Trustee”
means the party named as such in the first paragraph of this Indenture or any successor trustee under this Indenture pursuant
to Article 7.


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended.


“U.S.
Global Note” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule
144A.


“Unrestricted
Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary
pursuant to a resolution of the Board of Directors in compliance with Section 4.14, and any Subsidiary of such Subsidiary.


“Voting
Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the
election of the Board of Directors of such Person.


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


(1)       the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment; by


(2)       the
then outstanding principal amount of such Indebtedness.


“Wholly
Owned” means, with respect to any Restricted Subsidiary, a Restricted Subsidiary all of the outstanding Capital Stock
of which (other than any director’s qualifying shares) is owned by the Company and one or more Wholly Owned Restricted Subsidiaries
(or a combination thereof).


Section
1.02        Rules of Construction.
Unless the context otherwise requires or except as otherwise expressly provided,


(1)        an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


(2)        “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not
to any particular Section, Article or other subdivision;



    	 	31	 



     


    




(3)        all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Indenture unless
otherwise indicated;


(4)        references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes
or regulations, as amended from time to time (or to successor statutes and regulations); and


(5)        in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions
the Company may classify such transaction as it, in its sole discretion, determines.


ARTICLE
2



The Notes


Section
2.01        Form, Dating
and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the
form attached as Exhibit A. The terms and provisions contained in the form of the Notes annexed as Exhibit A constitute,
and are hereby expressly made, a part of this Indenture. However, to the extent any provision of any Note conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes may have notations,
legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject,
or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $2,000 in principal
amount and any multiple of $1,000 in excess thereof; provided that Notes may be issued in denominations of less than $2,000
solely to accommodate book-entry positions that have been created by a DTC participant in denominations of less than $2,000.


(b)     
(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section
2.09(b)(4), each Initial Note or Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.


(2)        Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.


(3)        Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.


(4)        Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section
2.11(a).


(5)        Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation
S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance
on Rule 144A may be issued, and any Initial Notes sold to an Affiliate of the Company shall be issued, in the form of Certificated
Notes.



    	 	32	 



     


    




(6)        Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.


(c)        
(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may
reasonably require) that a Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision)
without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order
to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities
Act, or


(2)
after an Initial Note or any Additional Note is sold pursuant to an effective registration statement under the Securities Act,
the Company shall instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of
like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend,
and the Trustee will comply with such instruction.


(d)        
By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof
and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial
interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial
interest) only in accordance with this Indenture and such legend.


Section
2.02        Execution and
Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by electronic, facsimile or manual
signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at
the time the Note is authenticated, the Note will still be valid.


(b)        
A Note will not be valid until the Trustee executes by electronic, facsimile or manual signature the certificate of authentication
on the Note, with the signature conclusive evidence that the Note has been authenticated under this Indenture.


(c)        
At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed
by the Company to the Trustee for authentication. The Trustee will authenticate and deliver


(i)       Initial
Notes for original issue in the aggregate principal amount not to exceed $500,000,000; and


(ii)       Additional
Notes from time to time for original issue and any unlegended notes issued in exchange for such Initial Notes or Additional Notes
pursuant to Section 2.01(c) hereof in aggregate principal amounts specified by the Company after the following conditions have
been met:


(1)        Receipt by the Trustee of an Officer’s Certificate specifying



    	 	33	 



     


    




(A)            
the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,


(B)             
whether the Notes are to be Initial Notes or Additional Notes,


(C)             
in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4
and all steps required thereunder have been complied with,


(D)            
whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and


(E)             
other information the Company may determine to include or the Trustee may reasonably request.


(2)        To the extent required by applicable tax regulations, if Additional Notes are not fungible with other Notes for U.S. federal
income tax purposes, the Additional Notes shall be issued under a separate CUSIP number and shall be treated as a separate class
for purposes of transfer and exchange.


(d)        
The Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, other than
as specified in clause (2) of Section 2.02(c), and shall vote together as one class on all matters with respect to
the Notes.


Section
2.03        Registrar, Paying
Agent and Authenticating Agent; Paying Agent to Hold Money in Trust. (a) The Company may appoint one or more Registrars and
one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in this Indenture
to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the
Agent. The Company may act as Registrar or (except for purposes of Article 8) Paying Agent. In each case the Company and
the Trustee will enter into an appropriate agreement with the Agent implementing the provisions of this Indenture relating to
the obligations of the Trustee to be performed by the Agent and the related rights. The Company initially appoints the Trustee
as Registrar and Paying Agent.


(b)        
The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in
trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest
on the Notes and will promptly notify the Trustee of any default by the Company in making any such payment. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee
may at any time during the continuance of any payment default, upon written request to a Paying Agent, require the Paying Agent
to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent will have no
further liability for the money so paid over to the Trustee.


(c)        
The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee;
provided, however, that no



    	 	34	 



     


    

 


such removal shall become effective until (i) if applicable, acceptance of an appointment
by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent,
as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar
or Paying Agent until the appointment of a successor in accordance with the clause (i) above.


Section
2.04        Replacement
Notes. If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfully
taken, and the Company receives evidence to its satisfaction of the ownership and loss, mutilation or destruction of such Note,
the Company will issue and the Trustee will authenticate a replacement Note of like tenor, series and principal amount and bearing
a number not contemporaneously outstanding. Every replacement Note is an additional obligation of the Company and entitled to
the benefits of this Indenture. If required by the Trustee or the Company, an indemnity must be furnished that is sufficient in
the judgment of both the Trustee and the Company to protect the Company and the Trustee from any loss they may suffer if a Note
is replaced. The Company may charge the Holder for all expenses of the Company and the Trustee in replacing a Note (including
attorney’s fees). In case the mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and
payable, the Company in its discretion may pay the Note instead of issuing a replacement Note.


Section
2.05        Outstanding
Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for


(1)              
Notes cancelled by the Trustee or delivered to it for cancellation;


(2)              
any Note which has been replaced pursuant to Section 2.04 unless and until the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a protected purchaser as defined in Section 8-303 of the New York Uniform
Commercial Code; and


(3)              
on or after the maturity date or any redemption date or date for purchase of Notes pursuant to an Offer to Purchase, those
Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an
Affiliate of the Company) holds money sufficient to pay all amounts then due.


(b)        
A Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note, provided that
in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request,
demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Company or any Affiliate
of the Company will be disregarded and deemed not to be outstanding (it being understood that in determining whether the Trustee
is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only
Notes which the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may
be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with
respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company. Notes that are 



    	 	35	 



     


    

 


to be acquired by
the Company or an Affiliate of the Company pursuant to an exchange offer, Offer to Purchase, tender offer or other agreement shall
not be deemed to be owned by such entity until legal title to such Notes passes to such entity.


Section
2.06        Temporary Notes.
Until definitive Notes are ready for delivery, the Company may prepare and the Trustee will authenticate temporary Notes. Temporary
Notes will be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the Officer executing the temporary Notes, as evidenced by the execution of the temporary Notes.
If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation
of definitive Notes, the temporary Notes will be exchangeable for definitive Notes upon surrender of the temporary Notes at the
office or agency of the Company designated for the purpose pursuant to Section 4.02, without charge to the Holder. Upon
surrender for cancellation of any temporary Notes the Company will execute and the Trustee will authenticate and deliver in exchange
therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes will
be entitled to the same benefits under the Indenture as definitive Notes.


Section
2.07        Cancellation.
The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously
authenticated hereunder which the Company has not issued and sold. Any Registrar or the Paying Agent will forward to the Trustee
any Notes surrendered to it for transfer, exchange or payment. The Trustee will cancel all Notes surrendered for transfer, exchange,
payment or cancellation and dispose of them in accordance with its normal procedures or the written instructions of the Company.
Certification of the disposition of cancelled Notes shall, upon the request of the Company, be delivered to the Company. The Company
may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.


Section
2.08        CUSIP and ISIN
Numbers. The Company in issuing the Notes may use “CUSIP” and “ISIN” numbers, and the Trustee will
use CUSIP numbers or ISIN numbers in notices of redemption or exchange or in Offers to Purchase as a convenience to Holders, the
notice to state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained
in any notice of redemption or exchange or Offer to Purchase. The Company will promptly notify the Trustee of any change in the
CUSIP or ISIN numbers.


Section
2.09        Registration,
Transfer and Exchange. (a) The Notes will be issued in registered form only, without coupons, and the Company shall cause
the Trustee to maintain a register (the “Register”) of the Notes, for registering the record ownership of the
Notes by the Holders and transfers and exchanges of the Notes.


(b)        
(1) Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as
the Depositary thereof, will bear the DTC Legend.



    	 	36	 



     


    




(2)         Each Global Note will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not
a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors
or their respective nominees, except (1) as set forth in Section 2.09(b)(4) and (2) transfers of portions thereof in the
form of Certificated Notes may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written
notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in
compliance with this Section and Section 2.10 or Section 2.01(b)(5) and only under the circumstances provided for
in Sections 2.01(b)(5) or 2.09(b)(4) unless otherwise agreed to by the Company.


(3)         Agent Members will have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary,
and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner
and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant
proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global
Note through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Notes, and nothing
herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise
of the rights of a holder of any security.


(4)         If (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and
a successor depositary is not appointed by the Company within 90 days of the notice or (y) an Event of Default has occurred and
is continuing and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest
in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered
in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global
Note will be deemed canceled. If such Note does not bear the Restricted Legend, then the Certificated Notes issued in exchange
therefor will not bear the Restricted Legend. If such Note bears the Restricted Legend, then the Certificated Notes issued in
exchange therefor will bear the Restricted Legend, provided that any Holder of any such Certificated Note issued in exchange
for a beneficial interest in a Temporary Offshore Global Note will have the right upon presentation to the Trustee of a duly completed
Certificate of Beneficial Ownership after the Restricted Period to exchange such Certificated Note for a Certificated Note of
like tenor and amount that does not bear the Restricted Legend, registered in the name of such Holder.


(c)        
Each Certificated Note will be registered in the name of the holder thereof or its nominee.


(d)        
A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest
therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating
the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document
required by Section 2.10. The Trustee will promptly



    	 	37	 



     


    

 


register any transfer or exchange that meets the requirements of this
Section by noting the same in the register maintained by the Trustee for the purpose; provided that


(x)       no
transfer or exchange will be effective until it is registered in such register and


(y)       the
Trustee will not be required (i) to issue, register the transfer of or exchange any Note for a period of 15 days before a selection
of Notes to be redeemed or purchased pursuant to an Offer to Purchase, (ii) to register the transfer of or exchange any Note so
selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion
of any Note not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to occur
after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange
any Note on or after the Regular Record Date and before the date of redemption or purchase. Prior to the registration of any transfer,
the Company, the Trustee and their agents will treat the Person in whose name the Note is registered as the owner and Holder thereof
for all purposes (whether or not the Note is overdue), and will not be affected by notice to the contrary.


From time
to time the Company will execute and the Trustee will authenticate Additional Notes as necessary in order to permit the registration
of a transfer or exchange in accordance with this Section.


No service
charge will be imposed in connection with any transfer or exchange of any Note, 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 a transfer tax or other similar
governmental charge payable upon exchange pursuant to subsection (b)(4)).


(e)     
(1) Global Note to Global Note. If a beneficial interest in a Global Note is transferred or exchanged for a beneficial
interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred
or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount
of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the
form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange,
cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter
be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such
other Global Note for as long as it remains such an interest.


(2)          Global Note to Certificated Note. If, under the circumstances provided for under Sections 2.01(b)(5) or 2.09(b)(4),
a beneficial interest in a Global Note is transferred or exchanged for a Certificated Note, the Trustee will (x) record a decrease
in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or
more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case
of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee
or owner, as applicable.



    	 	38	 



     


    




(3)          Certificated Note to Global Note. If a Certificated Note is transferred or exchanged for a beneficial interest in
a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global
Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less
than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated
Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the
canceled Certificated Note, registered in the name of the Holder thereof.


(4)          Certificated Note to Certificated Note. If a Certificated Note is transferred or exchanged for another Certificated
Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated
Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange
to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered
in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal
amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations
having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered
in the name of the Holder thereof.


Section
2.10        Restrictions
on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in
accordance with this Section and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the
applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that
does not comply with the preceding sentence.


(b)        
Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth
in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made
in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column
C below.


	A
	 	B
	 	C

	U.S. Global Note	 	U.S. Global Note	 	(1)
	U.S. Global Note	 	Offshore Global Note	 	(2)
	U.S. Global Note	 	Certificated Note	 	(3)
	Offshore Global Note	 	U.S. Global Note	 	(4)
	Offshore Global Note	 	Offshore Global Note	 	(1)
	Offshore Global Note	 	Certificated Note	 	(5)
	Certificated Note	 	U.S. Global Note	 	(4)
	Certificated Note	 	Offshore Global Note	 	(2)
	Certificated Note	 	Certificated Note	 	(3)


 






    	 	39	 



     


    

 


(1)         No certification is required.


(2)         The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation
S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does
not bear the Restricted Legend, then no certification is required.


(3)         The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed
Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor
Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in
order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable
securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of
a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested
transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the
Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer
or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.


(4)         The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule
144A Certificate.


(5)         Notwithstanding anything to the contrary contained herein, no such exchange is permitted if the requested exchange involves
a beneficial interest in a Temporary Offshore Global Note. If the requested transfer involves a beneficial interest in a Temporary
Offshore Global Note, the Person requesting the transfer must deliver or cause to be delivered to the Trustee (x) a duly completed
Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such
other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer is being
made in compliance with the Securities Act and any applicable securities laws of any state of the United States. If the requested
transfer or exchange involves a beneficial interest in a Permanent Offshore Global Note, no certification is required and the
Trustee will deliver a Certificated Note that does not bear the Restricted Legend.


(c)        
No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein)
(1) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the
need for current public information; provided that the Company has provided the Trustee with an Officer’s Certificate to
that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (1) an
opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or (2) sold pursuant
to an effective registration statement. Any Certificated Note delivered in reliance upon this paragraph will not bear the Restricted
Legend.


(d)        
The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer
or exchange of a Note (or a beneficial



    	 	40	 



     


    

 


interest therein), and the Company will have the right to inspect and make copies thereof
at any reasonable time upon written notice to the Trustee.


Section
2.11        Temporary Offshore
Global Notes. (a) Each Note originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one
or more Offshore Global Notes that bear the Temporary Offshore Global Note Legend.


(b)        
An owner of a beneficial interest in a Temporary Offshore Global Note (or a Person acting on behalf of such an owner) may
provide to the Trustee (and the Trustee will accept) a duly completed Certificate of Beneficial Ownership at any time after the
Restricted Period (it being understood that the Trustee will not accept any such certificate during the Restricted Period). Promptly
after acceptance of a Certificate of Beneficial Ownership with respect to such a beneficial interest, the Trustee will cause such
beneficial interest to be exchanged for an equivalent beneficial interest in a Permanent Offshore Global Note, and will (x) permanently
reduce the principal amount of such Temporary Offshore Global Note by the amount of such beneficial interest and (y) increase
the principal amount of such Permanent Offshore Global Note by the amount of such beneficial interest.


(c)        
Notwithstanding paragraph (b), if after the Restricted Period any Initial Purchaser owns a beneficial interest in a Temporary
Offshore Global Note, such Initial Purchaser may, upon written request to the Trustee accompanied by a certification as to its
status as an Initial Purchaser, exchange such beneficial interest for an equivalent beneficial interest in a Permanent Offshore
Global Note, and the Trustee will comply with such request and will (x) permanently reduce the principal amount of such Temporary
Offshore Global Note by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore
Global Note by the amount of such beneficial interest.


(d)        
Notwithstanding anything to the contrary contained herein, any owner of a beneficial interest in a Temporary Offshore Global
Note shall not be entitled to receive payment of principal or interest on such beneficial interest or other amounts in respect
of such beneficial interest until such beneficial interest is exchanged for an interest in a Permanent Offshore Global Note or
transferred for an interest in another Global Note or a Certificated Note.


ARTICLE
3



Redemption; Offer to Purchase


Section
3.01        Optional Redemption.


(a)        
At any time on or after March 15, 2026, the Company may redeem all or a part of the Notes, from time to time, at the redemption
prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, to the applicable
redemption date, in cash, if redeemed during the twelve-month period beginning on March 15 in the years indicated below:



    	 	41	 



     


    




	Year
	 	Percentage

	2026	 	101.938%
	2027	 	101.292%
	2028	 	100.646%
	2029 and thereafter	 	100.000%


 


(b)              
At any time prior to March 15, 2026, the Company may redeem the Notes at its option, in whole at any time or in part from
time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as
of, and accrued and unpaid interest, if any, to, the applicable redemption date.


Section
3.02        Redemption with
Proceeds of Equity Offering. At any time and from time to time prior to March 15, 2024, the Company may redeem the Notes in
an amount not to exceed the net cash proceeds received by the Company from one or more Equity Offerings at a redemption price
equal to 103.875% of the principal amount plus accrued and unpaid interest to the redemption date, in an aggregate principal amount
for all such redemptions not to exceed 35% of the aggregate principal amount of the Notes issued under this Indenture (calculated
after giving effect to any issuance of Additional Notes), provided that


(1)        in each case the redemption takes place not later than 90 days after the closing of the related Equity Offering, and


(2)        not
less than 65% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes)
issued under the Indenture remains outstanding immediately thereafter.


Section
3.03        Method and Effect
of Redemption. (a) Any redemption at the option of the Company or notice thereof may, at the Company’s discretion, be
subject to one or more conditions precedent. If the Company elects to redeem Notes, it must notify the Trustee in writing of the
redemption date and the principal amount of Notes to be redeemed by delivering an Officer’s Certificate at least 45 days
before the redemption date (unless a shorter period is satisfactory to the Trustee).


If less
than all of the Notes are to be redeemed at any time, the Officer’s Certificate must also specify a record date not less
than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed
as follows: (1) if the Notes are listed, in compliance with the requirements of the principal securities exchange on which the
Notes are listed; or (2) if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem
fair and appropriate. No Notes of less than $2,000 shall be redeemed in part. The Trustee will notify the Company promptly of
the Notes or portions of Notes to be called for redemption. Notices of redemption shall be mailed by first class mail, or delivered
electronically if held by DTC, at least 10 but not more than 60 days before the redemption date to each Holder of the Notes to
be redeemed at its registered address, except that redemption notices may be delivered more than 60 days prior to the redemption
date



    	 	42	 



     


    

 


if the notice is issued in connection with the defeasance of the Notes or a satisfaction and discharge of the Indenture.


(b)        
The notice of redemption will identify the Notes to be redeemed and will include or state the following:


(1)         the redemption date;


(2)         the redemption price, including the portion thereof representing any accrued interest;


(3)         the place or places where the Notes are to be surrendered for redemption;


(4)         Notes called for redemption must be so surrendered in order to collect the redemption price;


(5)         interest on the Notes called for redemption will cease to accrue on and after the redemption date;


(6)         if any Note is redeemed in part, the portion of the principal amount of the Note to be redeemed and on and after the redemption
date, upon surrender of such Note, new Notes equal in principal amount to the unredeemed portion will be issued;


(7)         if any Note contains a CUSIP or ISIN number, no representation is being made as to the correctness of the CUSIP or ISIN
number either as printed on the Notes or as contained in the notice of redemption and that the Holder should rely only on the
other identification numbers printed on the Notes; and


(8)         if the redemption is subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe
each such condition and, if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed
until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), and/or such
redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied
(or waived by the Company in its sole discretion) by the redemption date, or by the redemption date as so delayed, and/or that
such notice may be rescinded at any time by the Company if the Company determines in its sole discretion that any or all of such
conditions will not be satisfied (or waived).


(c)        
Once notice of redemption is sent to the Holders, subject to any conditions specified in such notice of redemption, the
Notes called for redemption become due and payable at the redemption price on the redemption date, and upon surrender of the Notes
called for redemption, the Company shall redeem such Notes at the redemption price. On and after the redemption date, Notes redeemed
will cease to accrue interest. Upon surrender of any Note redeemed in part, the Holder will receive a new Note equal in principal
amount to the unredeemed portion of the surrendered Note.



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Section
3.04        Offer to Purchase.
(a) An “Offer to Purchase” means an offer by the Company to purchase Notes as required by this Indenture. An
Offer to Purchase must be made by written offer (the “offer”) sent to the Holders. The Company will notify
the Trustee in writing at least 15 days (or such shorter period as is acceptable to the Trustee) prior to sending the offer to
Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the Company’s request,
by the Trustee in the name and at the expense of the Company.


(b)        
The offer must include or state the following as to the terms of the Offer to Purchase:


(1)         the provision of this Indenture pursuant to which the Offer to Purchase is being made;


(2)         the aggregate principal amount of the outstanding Notes offered to be purchased by the Company pursuant to the Offer to
Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to this Indenture) (the “purchase
amount”);


(3)         the purchase price, including the portion thereof representing accrued interest;


(4)         an expiration date (the “expiration date”) not less than 10 days or more than 60 days after the date
of the offer, and a settlement date for purchase (the “purchase date”) not more than five Business Days after
the expiration date;


(5)         a Holder may tender all or any portion of its Notes, subject to the requirement that any portion of a Note tendered must
be in equal to $2,000 or a higher multiple of $1,000;


(6)         the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;


(7)         each Holder electing to tender a Note pursuant to the offer will be required to surrender such Note at the place or places
specified in the offer prior to the close of business on the expiration date (such Note being, if the Company or the Trustee so
requires, duly endorsed or accompanied by a duly executed written instrument of transfer);


(8)         interest on any Note not tendered, or tendered but not purchased by the Company pursuant to the Offer to Purchase, will
continue to accrue;


(9)         on the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on
Notes purchased will cease to accrue on and after the purchase date;


(10)       Holders are entitled to withdraw Notes tendered by giving notice, which must be received by the Company or the Trustee
not later than the close of business on the expiration date, setting forth the name of the Holder, the principal amount of the



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tendered Notes, the certificate number of the tendered Notes and a statement that the Holder is withdrawing all or a portion of
the tender;


(11)       (i) if Notes in an aggregate principal amount less than or equal to the purchase amount are duly tendered and not withdrawn
pursuant to the Offer to Purchase, the Company will purchase all such Notes, and (ii) if the Offer to Purchase is for less than
all of the outstanding Notes, and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not
withdrawn pursuant to the offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount
on a pro rata basis based on principal amount tendered, with adjustments so that only Notes in multiples of $1,000 principal amount
will be purchased;


(12)       if any Note is purchased in part, new Notes of such series equal in principal amount to the unpurchased portion of the
Note will be issued; and


(13)       if any Note contains a CUSIP or ISIN number, no representation is being made as to the correctness of the CUSIP or ISIN
number either as printed on the Notes or as contained in the offer and that the Holder should rely only on the other identification
numbers printed on the Notes.


(c)        
Prior to or on the purchase date, the Company will accept tendered Notes for purchase as required by the Offer to Purchase
and deliver to the Trustee all Notes so accepted together with an Officer’s Certificate specifying which Notes have been
accepted for purchase. On the purchase date the purchase price will become due and payable on each Note accepted for purchase,
and interest on Notes purchased will cease to accrue on and after the purchase date. The Trustee will promptly return to Holders
any Notes not accepted for purchase and send to Holders new Notes equal in principal amount to any unpurchased portion of any
Notes accepted for purchase in part.


(d)        
The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection with any Offer to Purchase. To the extent that
the provisions of any securities laws or regulations conflict with the Offer to Purchase provisions of the Indenture, the Company
will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
this Indenture by virtue of such compliance.


Section
3.05        Mandatory Redemption.
The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


ARTICLE
4



Covenants


Section
4.01        Payment of Notes.
(a) The Company agrees to pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes
and this Indenture. Not later than 11:00 A.M. (New York City time) on the due date of any principal of or interest on any Notes,
or any redemption or purchase price of the Notes, the Company will



    	 	45	 



     


    

 


deposit with the Trustee (or Paying Agent) money in immediately
available funds sufficient to pay such amounts, provided that if the Company or any Affiliate of the Company is acting
as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders
a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture.
In each case the Company will promptly notify the Trustee of its compliance with this paragraph.


(b)        
An installment of principal or interest will be considered paid on the date due if the Trustee (or Paying Agent, other
than the Company or any Affiliate of the Company) holds on that date money designated for and sufficient to pay the installment.
If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered
paid on the due date only if paid to the Holders.


(c)        
The Company agrees to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest at
the rate per annum specified in the Notes.


(d)        
Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available
funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Company will make
all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof at least ten Business
Days prior to the date of such payment or, if no such account is specified, by mailing a check to each Holder’s registered
address.


Section
4.02        Maintenance
of Office or Agency. The Company will maintain in the United States of America, an office or agency where Notes may be surrendered
for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company
in respect of the Notes and this Indenture may be served. The Company hereby initially designates the Corporate Trust Office of
the Trustee as such office of the Company. The Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency
or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served
to the Trustee.


The Company
may also from time to time designate one or more other offices or agencies where the Notes may be surrendered or presented for
any of such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any such other office or agency.


Section
4.03        Existence.
The Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the
existence of each of its Restricted Subsidiaries in accordance with their respective organizational documents, and the material
rights, licenses and franchises of the Company and each Restricted Subsidiary, provided that the Company is not required
to preserve any such right, license or franchise, or the existence of any Restricted Subsidiary, if (i) the maintenance or preservation
thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole
or (ii) where the failure to so preserve such right, license or franchise would not have a material 



    	 	46	 



     


    

 


adverse effect on the Company
and its Restricted Subsidiaries; and provided further that this Section does not prohibit any transaction otherwise permitted
by Section 4.12 or Article 5.


Section
4.04        Payment of Taxes
and other Claims. The Company will pay or discharge, and cause each of its Subsidiaries to pay or discharge before the same
become delinquent (i) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary
or its income or profits or property, and (ii) all material lawful claims for labor, materials and supplies that, if unpaid, might
by law become a Lien upon the property of the Company or any Subsidiary, other than any such tax, assessment or charge the amount,
applicability or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves
have been established or where failure to pay would not have a material adverse effect on the Company and its Restricted Subsidiaries.


Section
4.05        Maintenance
of Properties and Insurance. (a) The Company will cause all properties used or useful in the conduct of its business or the
business of any of its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order as in the
judgment of the Company may be necessary so that the business of the Company and its Restricted Subsidiaries may be properly and
advantageously conducted at all times; provided that nothing in this Section prevents the Company or any Restricted Subsidiary
from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance
or disposal is, in the judgment of the Company, desirable in the conduct of the business of the Company and its Restricted Subsidiaries
taken as a whole.


(b)        
The Company will provide or cause to be provided, for itself and its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds customarily insured against by corporations similarly situated and owning
like properties, including, but not limited to, products liability insurance and public liability insurance, with reputable insurers,
in such amounts, with such deductibles and by such methods as are customary for corporations similarly situated in the industry
in which the Company and its Restricted Subsidiaries are then conducting business.


Section
4.06        Limitation on
Incurrence of Indebtedness and Issuance of Preferred Stock. (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Debt), and the Company will not permit any
of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that the Company or any Restricted
Subsidiary may incur Indebtedness, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal
quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness
is incurred would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period;
provided, further, that any Restricted Subsidiary that is not a Guarantor may not incur Indebtedness or issue shares
of Disqualified Stock or Preferred Stock in a principal amount (or accreted value, as applicable) that, when aggregated with the
principal amount (or accreted value, as applicable) of all Indebtedness then outstanding and incurred by such non-Guarantor Restricted
Subsidiaries under this clause (a), together with all Permitted Refinancing Indebtedness incurred to refund, refinance or replace
any such Indebtedness, exceeds the greater of $650.0 million and 65.0% of



    	 	47	 



     


    

 


the Consolidated Cash Flow of the Company for the most
recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date
on which such additional Indebtedness is incurred and after giving pro forma effect thereto (including a pro forma
application of the net proceeds therefrom) as if such indebtedness had been incurred at the beginning of such four fiscal quarters.


(b)        
Notwithstanding the foregoing, Section 4.06(a) will not prohibit the incurrence of any of the following items of
Indebtedness (collectively, “Permitted Debt”):


(1)          the incurrence by the Company or any Restricted Subsidiaries of Indebtedness (including Indebtedness under the Credit Agreement)
under Credit Facilities (and the incurrence of Guarantees thereof) in an aggregate principal amount at any one time outstanding
pursuant to this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability
of the Company and its Restricted Subsidiaries thereunder) not to exceed the sum of (A) the greater of $1,000 million and the
Borrowing Base and (B) the greater of (x) $2,800 million and (y) an amount such that, on a pro forma basis after giving
effect to the incurrence of such Indebtedness (and application of the net proceeds therefrom), the Secured Leverage Ratio would
be no greater than 3.25 to 1.0 (provided that all Indebtedness incurred under clause (B)(y), whether or not secured, shall be
included when calculating the Secured Leverage Ratio for purposes of this clause (B)(y)); less the aggregate amount of
all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any such Indebtedness
(and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to
Section 4.12;


(2)         the incurrence of Existing Indebtedness;


(3)         the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes (excluding any Additional Notes)
and the related Note Guarantees;


(4)         the incurrence by the Company or any Restricted Subsidiary of the Company of Indebtedness (including Capital Lease Obligations,
mortgage financings or purchase money obligations), incurred for the purpose of financing or reimbursing all or any part of the
purchase price or cost of the acquisition, development, construction, purchase, lease, repair, addition or improvement of property
(real or personal), plant, equipment or other fixed or capital assets that are used or useful in the Permitted Business, whether
through the direct purchase of assets or the purchase of Equity Interests of any Person owning such assets (in each case, incurred
within 365 days of such acquisition, development, construction, purchase, lease, repair, addition or improvement), in a principal
amount that, when aggregated with the principal amount of all Indebtedness then outstanding under this clause (4), together with
all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any such Indebtedness incurred under this clause
(4), does not exceed the greater of (a) $300.0 million and (b) 30% of Consolidated Cash Flow of the Company for the most recently
ended four full fiscal quarters for which internal financial statements are available immediately preceding such date on which
such additional Indebtedness is incurred and after giving pro forma effect thereto as if such event occurred at the beginning
of such four fiscal quarters;



    	 	48	 



     


    




(5)          the incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange
for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness)
that was permitted by the Indenture to be incurred under Section 4.06(a) or clause (2), (3), (4), (5), (8), (10), (11)
or (16) of this Section 4.06(b);


(6)          the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the
Company or any of its Restricted Subsidiaries; provided, however, that:


(a)       if
the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated
to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee,
in the case of a Guarantor; and


(b)       (i)
any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than
the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is
not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such
Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);


(7)              
the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary of
the Company that was permitted to be incurred by another provision of this Section 4.06;


(8)          the incurrence by the Company or any Restricted Subsidiary of the Company of other Indebtedness in a principal amount (or
accreted amount as applicable) that, when aggregated with the principal amount of all Indebtedness then outstanding under this
clause (8), together with all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any such Indebtedness
incurred under this clause (8), does not exceed the greater of (a) $550.0 million and (b) 55% of Consolidated Cash Flow of the
Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately
preceding such date on which such additional Indebtedness is incurred and after giving pro forma effect thereto (including
a pro forma application of the net proceeds therefrom) as if such event occurred at the beginning of such four fiscal quarters;


(9)          the incurrence of Indebtedness by the Company or any Restricted Subsidiary of the Company arising from the honoring by
a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts)
drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within
five Business Days of incurrence;


(10)        Acquired Debt; provided that after giving effect to the incurrence thereof, the Company either (x) could incur $1.00
of indebtedness under Section 4.06(a) or (y) would have had a Fixed Charge Coverage Ratio equal to or greater than the actual




    	 	49	 



     


    

 


Fixed Charge Coverage Ratio of the Company for the four-quarter period immediately prior to such transaction;


(11)        the incurrence of Indebtedness by Foreign Subsidiaries; provided that the principal amount (or accreted value, as
applicable) incurred under this clause (11), when aggregated with the principal amount (or accreted value, as applicable) of all
other Indebtedness then outstanding and incurred under this clause (11), together with all Permitted Refinancing Indebtedness
incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (11), does not exceed the greater of
$750.0 million and 75% of Consolidated Cash Flow of the Company for the most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred
and after giving pro forma effect thereto (including a pro forma application of the net proceeds therefrom) as if
such event occurred at the beginning of such four fiscal quarters, and Guarantees thereof by any Foreign Subsidiary;


(12)        (A) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations
or health, disability or other benefits to employees or former employees or their families, and Indebtedness incurred in connection
with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities,
in each case incurred in the ordinary course of business, including guarantees or obligations of the Company or any Restricted
Subsidiary with respect to letters of credit supporting such obligations (in each case other than for an obligation for money
borrowed); and (B) Indebtedness consisting of the financing of insurance premiums, in the ordinary course of business;


(13)        Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;


(14)        Indebtedness of the Company or any Restricted Subsidiary incurred in the ordinary course of business under guarantees of
Indebtedness of suppliers, licensees, franchisees or customers in an aggregate amount not to exceed $10.0 million at any time
outstanding;


(15)        the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness solely in respect of premium financing
or similar deferred payment obligations with respect to insurance policies purchased in the ordinary course of business;


(16)        Contribution Debt;


(17)        Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures of the Company or any
Restricted Subsidiary; provided however, that the aggregate principal amount of Indebtedness incurred under this clause
(17) when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause
(17) does not exceed the greater of $100.0 million and 10.0% of Consolidated Cash Flow of the Company for the most recently ended
four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such
additional Indebtedness is incurred and after giving pro forma effect 



    	 	50	 



     


    

 


thereto (including a pro forma application of the net proceeds
therefrom) as if such event occurred at the beginning of such four fiscal quarters; and


(18)          
Indebtedness in connection with Permitted Securitization Financings.


(c)        
For purposes of determining compliance with this Section 4.06, in the event that any proposed Indebtedness meets
the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (18) above, or is entitled
to be incurred pursuant to Section 4.06(a), the Company will be permitted to divide, classify or reclassify at the time
of its incurrence such item of Indebtedness in any manner that complies with this Section 4.06. In addition, any Indebtedness
originally classified as incurred pursuant to Section 4.06(a) or clauses (1) through (18) above may later be reclassified
by the Company such that it will be deemed as having been incurred pursuant to another of such clauses or Section 4.06(a)
above to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause or Section 4.06(a)
at the time of such reclassification (based on circumstances existing at the time of such reclassification). An item of Indebtedness
may be divided or classified in more than one of the types of Indebtedness described in Section 4.06(a) and clauses (1)
through (18) above (other than with respect to Indebtedness Incurred under clause (10)) without giving pro forma effect
to the Indebtedness simultaneously Incurred pursuant to clauses (1) through (18) above when calculating the amount of Indebtedness
that may be Incurred pursuant to Section 4.06(a). If any Contribution Debt is designated as incurred under any provision
other than under Section 4.06(b)(16), the related issuance of Equity Interests may be included in any calculation under
Section 4.07(a)(iii)(B).


Subject
to the foregoing, any Indebtedness incurred pursuant to Section 4.06(b)(1) shall be deemed for purposes of this covenant
to have been incurred on the date such Indebtedness was first incurred until such Indebtedness is actually repaid, other than
pursuant to “cash sweep” provisions or any similar provisions under any Credit Facility that provides that such Indebtedness
is deemed to be repaid daily (or otherwise periodically).


(d)        
The amount of Indebtedness incurred in any foreign currency for purposes of this Indenture shall be converted into U.S.
dollars at the time of first incurrence, in the case of term debt, or first committed or first incurred (whichever yields the
lower U.S. dollar equivalent), in the case of revolving credit debt, and the amount of such Indebtedness outstanding will not
be deemed to change as a result of fluctuations in currency exchange rates after such date of incurrence. However, if the Indebtedness
is incurred to refinance other Indebtedness denominated in a foreign currency, and the refinancing would cause the applicable
U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date
of the refinancing, the U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal
amount of the refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced.


Section
4.07        Limitation on
Restricted Payments. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:



    	 	51	 



     


    




(1)          declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted
Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation
involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any
of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than (A) dividends, payments or distributions
payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the
Company and (B) dividends, payments or distributions by a Restricted Subsidiary so long as, in the case of any dividends, payments
or distributions payable on or in respect of any class or series of securities issued by a Restricted Subsidiary that is not Wholly
Owned, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividends, payments or distributions
in accordance with its Equity Interests in such class or series of securities);


(2)          purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger
or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company, including
Holdings;


(3)          make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness
that is contractually subordinated in right of payment to the Notes or the Note Guarantees, except (a) payments of interest on
or after Stated Maturity thereof, (b) payments, purchases, redemptions, defeasances or other acquisitions or retirements for value
of principal on or after the date that is one year prior to the Stated Maturity thereof or (c) payments on Indebtedness permitted
to be incurred pursuant to clause (6) of Section 4.06(b), or


(4)          make any Restricted Investment


(all such payments and other
actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”),
unless, at the time of and after giving effect to such Restricted Payment:


(i)       no
Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and


(ii)       The
Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment
had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a); and


(iii)       such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted
Subsidiaries after December 4, 2014 (excluding Restricted Payments permitted by clauses (2), (3) and (4) (to the extent such dividends
are paid to the Company or any of its Restricted Subsidiaries) and (5), (6), (8), (9)(i), (ii) or (iv), (10), (11), (12) and (13)
of the next succeeding paragraph (b)), is less than the sum, without duplication, of:



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(A)            
50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from October 1, 2014
to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at
the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit);
plus


(B)             
100% of the aggregate net cash proceeds (and fair market value of marketable securities or other property) received by
the Company after December 4, 2014 as a contribution to its common equity capital or from the issue or sale of Equity Interests
(other than Disqualified Stock) of the Company or from the issue or sale of convertible or exchangeable Disqualified Stock or
convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests
(other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus


(C)             
with respect to Restricted Investments made by the Company and its Restricted Subsidiaries after December 4, 2014, an amount
equal to the net reduction in Investments (other than reductions in Permitted Investments) in any Person resulting from repayments
of loans or advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary or from the net cash
proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in
the calculation of Consolidated Net Income) from the release of any Guarantee (except to the extent any amounts are paid under
such Guarantee) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the
amount of Investments previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary; plus


(D)            
$350.0 million.


(b)        
So long as, in the case of clauses (7), (8) and (15), no Default has occurred and is continuing or would be caused thereby,
the preceding provisions will not prohibit:


(1)         the payment of any dividend or distribution or consummation of a redemption within 60 days after the date of declaration
thereof or the giving of the redemption notice, as applicable, if at said date of declaration or notice such payment would have
complied with the provisions of this Indenture;


(2)         the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company
or any Guarantor or of any Equity Interests (including Disqualified Stock) of the Company or any Restricted Subsidiary in exchange
for, or out of the net cash proceeds of a contribution to the common equity of the Company or sale (other than to a Subsidiary
of the Company) of, Equity Interests of the Company or any direct or indirect parent of the Company (other than Disqualified Stock)
contributed to the equity of the Company, in each case, within 60 days of such redemption, repurchase, retirement, defeasance
or other acquisition; provided that the amount of any such net cash proceeds that are utilized for any such redemption,
repurchase, retirement, defeasance or other acquisition shall be excluded from clause (iii)(B) of the preceding paragraph (a);



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(3)         the defeasance, repayment, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any
Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;


(4)         the payment of any dividend or distribution by a Restricted Subsidiary of the Company to the holders of its common Equity
Interests on a pro rata basis;


(5)         Investments acquired as a capital contribution to, or in exchange for, or out of the net cash proceeds of an offering of,
Equity Interests (other than Disqualified Stock) of the Company or other contributions to the common equity capital of the Company,
in each case within 60 days of the acquisition of such Investment; provided that the amount of any such net cash proceeds
that are utilized for any such acquisition or exchange shall be excluded from clause (3)(B) of the preceding paragraph (a);


(6)         the repurchase of Capital Stock deemed to occur upon the exercise of options, warrants or other convertible or exchangeable
securities or the vesting of restricted stock, restricted stock units, or similar instruments if such Capital Stock represents
fractional shares or all or a portion of the exercise price thereof or withholding taxes payable in connection with the exercise
thereof;


(7)         the repurchase, redemption or other acquisition or retirement for value of (or payments to Holdings to fund any such repurchase,
redemption or other acquisition of value) any Equity Interests of Holdings (or any direct or indirect parent of Holdings) or the
Company held by any employee, former employee, director or former director of the Company (or any of its Restricted Subsidiaries)
or Holdings (or any direct or indirect parent of Holdings) or any permitted transferee of any of the foregoing pursuant to the
terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate
price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any fiscal year, and any payment by the
Company to Holdings to enable Holdings (or any direct or indirect parent of Holdings) to make such payments, shall not exceed
the sum of (x) $5.0 million and (y) the amount of Restricted Payments permitted but not made pursuant to this clause (7) in prior
fiscal years; provided that no more than $10.0 million may be carried forward in any fiscal year; provided, further,
however, that such amount in any calendar year may be increased by an amount not to exceed;


(A)            
the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Equity Interests (other
than Disqualified Stock) of the Company or any direct or indirect parent of the Company (to the extent contributed to the Company)
to members of management, directors, employees or consultants of the Company, its Restricted Subsidiaries or any direct or indirect
parent of the Company that occurs after December 4, 2014 (provided that the amount of cash proceeds utilized for any such
repurchase, redemption or other acquisition or dividend will not increase the amount available for Restricted Payments under clause
(3)(b) of the preceding paragraph (A)); plus


(B)             
the cash proceeds of key man life insurance policies received by the Company or any direct or indirect parent of the Company
(to the extent contributed to the Company) or the Restricted Subsidiaries after December 4, 2014; provided 



    	 	54	 



     


    

 


that cancellation
of Indebtedness owing to the Company or any Restricted Subsidiary from any present or former employees, directors, officers or
consultants of the Company, any Restricted Subsidiary or the direct or indirect parents of the Company in connection with a repurchase
of Equity Interests of the Company or any of its direct or indirect parents will not be deemed to constitute a Restricted Payment
for purposes of this Section 4.07 or any other provision of this Indenture;


(8)         the payment, repurchase, redemption, defeasance or other acquisition or retirement for value of any subordinated Indebtedness
required in accordance with provisions applicable thereto similar to those described under Sections 4.11 and 4.12;
provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable,
have been repurchased, redeemed or acquired for value;


(9)         payments made to Holdings (i) to allow Holdings (or any direct or indirect parent of Holdings) to pay administrative expenses
and corporate overhead, franchise fees, public company costs (including SEC and auditing fees) and customary director fees in
an aggregate amount not to exceed $5.0 million in any calendar year; (ii) to allow Holdings to pay premiums and deductibles in
respect of directors and officers insurance policies and umbrella excess insurance policies obtained from third-party insurers
and indemnities for the benefit of its directors, officers and employees, (iii) to allow Holdings or such other parent of the
Company to pay reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering or any unsuccessful
acquisition or strategic transaction by such direct or indirect parent company of the Company and (iv) to allow Holdings (or any
direct or indirect parent of Holdings) to pay income taxes attributable to the Company and its Subsidiaries in an amount not to
exceed the amount of such taxes that would be payable by the Company and its Subsidiaries on a stand-alone basis (if the Company
were a corporation and parent of a consolidated group including its Subsidiaries); provided that any payments pursuant
to this clause (iv) in any period not otherwise deducted in calculating Consolidated Net Income shall be deducted in calculating
Consolidated Net Income for such period (and shall be deemed to be a provision for taxes for purposes of calculating Consolidated
Cash Flow for such period);


(10)       Restricted Payments not otherwise permitted hereby in an aggregate amount not to exceed the greater of 17.5% of Consolidated
Cash Flow and $175.0 million;


(11)       (A) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or
any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary issued in accordance with Section 4.06 to the
extent such dividends are included in the definition of Fixed Charges and payment of any redemption price or liquidation value
of any such Disqualified Stock or Preferred Stock when due at final maturity in accordance with its terms and (B) the declaration
and payment of dividends to a direct or indirect parent company of the Company, the proceeds of which will be used to fund the
payment of dividends to holders of any class or series of Preferred Stock (other than Disqualified Stock) of such parent company
issued after December 4, 2014; provided that (i) the aggregate amount of dividends paid pursuant to this clause (B) shall
not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Preferred Stock and (ii) the
amount of cash used to make any payments pursuant to this clause (B) shall be excluded from 



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calculations pursuant to clause (3)
of the first paragraph above and shall not be used for the purpose of any other Restricted Payment;


(12)       (a) any Restricted Payments used to fund the Transactions and the fees and expenses related thereto, including those owed
to Affiliates and (b) any Restricted Payments used to fund the Prior Transactions and the fees and expenses related thereto, including
those owed to Affiliates;


(13)       any “deemed dividend” resulting under the tax laws from, or in connection with, the filing of a consolidated
or combined tax return by Holdings or any direct or indirect parent of the Company (and not involving any cash distribution from
the Company or any Restricted Subsidiary except as permitted by clause (9)(iv) above);


(14)       the payment of dividends to Holdings to fund a payment of dividends on Holdings’ common stock (or the common stock
of any direct or indirect parent of Holdings) of up to 6% per annum of the net cash proceeds received by or contributed to the
Company as a contribution to equity in or from any public offering of common stock of Holdings (or the common stock of any direct
or indirect parent of Holdings) other than public offerings registered on Form S-4 or Form S-8 (or their successor or equivalent
forms);


(15)       any Restricted Payment if, at the time of making of such payment and after giving effect thereto (including the incurrence
of any Indebtedness to finance such payments) the Consolidated Total Debt Ratio shall be no greater than 4.0 to 1.0; and


(16)       purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Permitted Securitization
Financing and the payment or distribution of Securitization Fees.


(c)        
The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment
of the asset(s) or securities proposed to be transferred or issued to or by the Company or such Subsidiary, as the case may be,
pursuant to the Restricted Payment. The fair market value of any assets or securities in excess of $10.0 million that are required
to be valued by this covenant shall be determined by the Board of Directors.


(d)        
For purposes of determining compliance with this Section 4.07, in the event that a proposed Restricted Payment (or
portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through
(16) above, or is entitled to be incurred pursuant to Section 4.07(a), the Company will be entitled to divide, classify
or re-classify (based on circumstances existing on the date of such reclassification) such restricted payment or portion thereof
in any manner that complies with this Section 4.07 and such Restricted Payment will be treated as having been made pursuant
to only such clause or clauses or Section 4.07(a).


Section
4.08        Limitation on
Liens. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise
cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets,
now owned or hereafter acquired, without effectively providing that the Notes



    	 	56	 



     


    

 


are secured equally and ratably with (or, if the
obligation to be secured by the Lien is subordinated in right of payment to the Notes or any Note Guarantee, prior to) the obligations
so secured for so long as such obligations are so secured.


(b)        
For purposes of determining compliance with this Section 4.08, (A) a Lien securing an item of Indebtedness need not be
permitted solely by reference to one category of permitted Liens described in clauses (1) through (28) of the definition of “Permitted
Liens” or pursuant to clause (a) of this Section 4.08 but may be permitted in part under any combination thereof and
(B) in the event that a Lien securing an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof)
meets the criteria of one or more of the categories of permitted Liens described in clauses (1) through (28) of the definition
of “Permitted Liens” or pursuant to Section 4.08(a), the Company shall, in its sole discretion, classify or
reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in
any manner that complies with this covenant and will only be required to include the amount and type of such Lien or such item
of Indebtedness secured by such Lien in one of the clauses of the definition of “Permitted Liens” and such
Lien securing such item of Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses or
pursuant to the first paragraph hereof.


(c)        
With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence
of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased
Amount” of any Indebtedness means any increase in the amount of such Indebtedness in connection with any accrual of
interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of
additional Indebtedness with the same terms, the payment of dividends on Preferred Stock in the form of additional shares of Preferred
Stock of the same class, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness
outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing
Indebtedness described in subclause (x) of the second paragraph of the definition of “Indebtedness”.


Section
4.09        Limitation on
Dividend and other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) of this
Section 4.09, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create
or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:


(1)         pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation
in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries or pay any liabilities owed to the Company
or any of its Restricted Subsidiaries;


(2)         make loans or advances to the Company or any of its Restricted Subsidiaries; or


(3)         transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.



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(b)        
The provisions of 4.09(a) do not apply to any encumbrances or restrictions existing under or by reason of or with respect
to:


(1)         the Credit Agreement, Existing Indebtedness or any other agreements as in effect on the Issue Date;


(2)         applicable law, rule, regulation or order;


(3)         any Person or the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries existing
at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance
or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property
or assets of the Person, so acquired;


(4)         in the case of clause (a)(3) of this Section 4.09:


(a)         provisions
that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license,
conveyance or contract or similar property or asset;


(b)         restrictions
existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets
of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; or


(c)         restrictions arising or agreed
to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract
from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any
Restricted Subsidiary;


(5)          customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements
and other agreements;


(6)          any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets
of, a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;


(7)          Indebtedness of a Foreign Subsidiary permitted to be incurred under this Indenture; provided that (a) such encumbrances
or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (b) such encumbrances or
restrictions will not materially (in good faith by the Board of Directors of the Company) impair the Company’s ability to
make principal and interest payments on the Notes;


(8)          this Indenture, the Notes, any Additional Notes or the Guarantees;


(9)          restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course
of business;



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(10)        other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be incurred after the
Issue Date pursuant to Section 4.06; provided that such restrictions will not materially (in the good faith judgment
of the Board of Directors of the Company) impair the Company’s ability to make principal and interest payments on the Notes;


(11)        restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other
agreement to which the Company or any of its Restricted Subsidiaries is a party and entered into in the ordinary course of business;
provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted
Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not
extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted
Subsidiary;


(12)        any instrument governing any Indebtedness or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect
on the date that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person who became a Restricted Subsidiary, or the property or assets
of the Person who became a Restricted Subsidiary and was not entered into in contemplation of the designation of such Subsidiary
as a Restricted Subsidiary; provided that, in the case of Indebtedness, the incurrence of such Indebtedness as a result
of such Person becoming a Restricted Subsidiary was permitted by the terms of this Indenture;


(13)        purchase money obligations for property acquired and Capital Lease Obligations in the ordinary course of business that
impose restrictions of the nature discussed in Section 4.09 (a)(3) above, on the property so acquired;


(14)        any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.09(a) imposed
by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of
the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the
Company’s Board of Directors, not materially more restrictive with respect to such encumbrance and other restrictions than
those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;
and


(15)        any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose
Securitization Subsidiary that are necessary or advisable to effect a Permitted Securitization Financing (as determined by the
Company in good faith).


For purposes
of determining compliance with this Section 4.09, (i) the priority of any Preferred Stock in receiving dividends or liquidating
distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on
the



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ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted
Subsidiary of the Company to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed
a restriction on the ability to make loans or advances.


Section
4.10        Guarantees.
(a) If an existing or newly acquired or created Domestic Subsidiary that is not a Guarantor guarantees Indebtedness under a Credit
Facility or any of the Existing Notes on or after the Issue Date, then that newly acquired or created Domestic Subsidiary must
promptly become a Guarantor and execute a supplemental indenture in the form of Exhibit B and deliver an Opinion of Counsel
to the Trustee.


(b)        
A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor
unless:


(1)          immediately after giving effect to that transaction, no Default or Event of Default exists; and


(2)          either:


(a)          the
Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger
(if other than the Guarantor) is a Person organized or existing under the laws of the United States, any state thereof or the
District of Columbia and assumes all the obligations of that Guarantor under the Indenture and Note Guarantee pursuant to a supplemental
indenture satisfactory to the Trustee; or


(b)          except
in the case of Holdings, such sale or other disposition or consolidation or merger complies with Section 4.12.


Section
4.11        Repurchase of
Notes Upon a Change of Control. (a) If a Change of Control occurs, each Holder of Notes shall have the right to require the
Company to repurchase all or any part (equal to $2,000 or a higher multiple of $1,000) of that Holder’s Notes pursuant to
an Offer to Purchase (the “Change of Control Offer”). In such Change of Control Offer, the Company will offer
a payment (such payment, a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount
of Notes repurchased, plus accrued and unpaid interest thereon, if any, to the date of purchase.


(b)        
Within 30 days following any Change of Control, the Company will mail, or deliver electronically if held by DTC, a notice
to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes
on the date specified in such notice (the “Change of Control Payment Date”), which date shall be no earlier
than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture
and described in such notice.


(c)        
On or before the Change of Control Payment Date, the Company will, to the extent lawful:



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(1)          accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;


(2)          deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof
properly tendered; and


(3)          deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by the Company.


(d)        
The Paying Agent will promptly mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment
for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that such new
Note will be in a principal amount of $2,000 or a higher integral multiple of $1,000.


(e)        
This Section 4.11 shall be applicable regardless of whether any other Sections of this Indenture are applicable.


(f)         
The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes
the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described under Section 3.01,
unless and until there is a default in payment of the applicable redemption price.


(g)        
A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control or other
events, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.


(h)        
If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw
such notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company
as described under the preceding clause (f), purchases all of the Notes validly tendered and not withdrawn by such holders, the
Company or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more
than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following
such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding
the date of redemption.


(i)          
Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding
or will be retired and canceled at the option of the Company. Notes purchased by a third party pursuant to the preceding clause
(f) will have the status of Notes issued and outstanding unless and until they are delivered to the Company for cancellation.



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Section
4.12        Limitation on
Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale
unless:


(1)          The Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at
least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and


(2)          at least 75% of the consideration therefore received by the Company or such Restricted Subsidiary is in the form of Cash
Equivalents or Replacement Assets. For purposes of this clause, each of the following shall be deemed to be Cash Equivalents:


(A)            
any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the
Company or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated to the
Notes or any Note Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed
by the transferee of any such assets and with respect to which the Company and its Restricted Subsidiaries are unconditionally
released from further liability in writing or that are otherwise cancelled or terminated in connection with the transaction with
such transferee;


(B)             
any securities, notes or other obligations or assets received by the Company or any such Restricted Subsidiary from such
transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that
conversion) within 360 days of the applicable Asset Sale; and


(C)             
any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale
having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this
clause (C) that is at that time outstanding, not to exceed the greater of $20.0 million or 2.0% of Consolidated Cash Flow at the
time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash
Consideration being measured at the time received and without giving effect to subsequent changes in value).


If at any
time any non-cash consideration received by the Company or any Restricted Subsidiary, as the case may be, in connection with any
Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to
any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the
date of an Asset Sale hereunder and the Net Proceeds thereof shall be applied in accordance with this Section 4.12.


(b)        
Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its
option:


(1)          to repay secured Indebtedness or Indebtedness of a non- Guarantor Restricted Subsidiary owed to a Person that is not an
Affiliate of the Company and, except in the case of Indebtedness under the Credit Agreement, if the Indebtedness repaid is revolving
credit Indebtedness, to correspondingly reduce commitments with respect thereto;



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(2)          to prepay, repay or repurchase any Indebtedness of the Company or any of its Restricted Subsidiaries which is not expressly
subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or
the Note Guarantee, in the case of a Guarantor; or


(3)          to purchase Replacement Assets or make a capital expenditure in or that is used or useful in a Permitted Business; provided
that, if during the 365 day period following the consummation of an Asset Sale, the Company or a Restricted Subsidiary enters
into a definitive binding agreement committing it to apply the Net Proceeds in accordance with the requirements of this clause
(3) after such 365 day period, such 365 day period will be extended with respect to the amount of Net Proceeds so committed until
such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period
longer than 180 days) or, if earlier, the date of termination of such agreement; provided, further, that in the
event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, then such
Net Proceeds shall constitute Excess Proceeds unless the Company or such Restricted Subsidiary enters into another binding commitment
(a “Second Commitment”) within six months of such cancellation or termination of the prior binding commitment;
provided, further, that the Company or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing
provision one time with respect to each Asset Sale and to the extent such Second Commitment is later cancelled or terminated for
any reason before such Net Proceeds are applied or are not applied within 180 days of such Second Commitment, then such Net Proceeds
shall constitute Excess Proceeds.


Following the entering into
of a binding agreement with respect to an Asset Sale and prior to the consummation thereof, Cash Equivalents (whether or not actual
Net Proceeds of such Asset Sale) used for the purposes described in clause (3) that are designated as used in accordance with
clause (3), and not previously or subsequently so designated in respect of any other Asset Sale, shall be deemed to be Net Proceeds
applied in accordance with clause (3).


(c)        
Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings
or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture.


(d)        
Any Net Proceeds from Asset Sales that are not applied or invested as provided in clause (1), (2) or (3) of Section
4.12(b) will constitute “Excess Proceeds.” Within 30 days after the aggregate amount of Excess Proceeds
exceeds $50.0 million, the Company will make an Asset Sale Offer (using the procedures set forth in Section 3.04) to all
Noteholders and all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee containing provisions
similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase
the maximum principal amount of the Notes and such other pari passu Indebtedness that may be purchased out of the Excess
Proceeds. The Company and its Restricted Subsidiaries may make an Asset Sale Offer under this section using Net Proceeds prior
to the time any such Net Proceeds become Excess Proceeds, in which case such Net Proceeds shall be deemed to have been applied
within the time frame required by this Section 4.12. The offer price in any Asset Sale Offer will be equal to 100% of the
principal amount of the Notes and such other pari passu Indebtedness plus 



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accrued and unpaid interest to the date of purchase,
and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such
Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes and
such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes
and such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of the Notes
and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero.


Section
4.13        Limitation on
Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets
from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee
with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving payments of consideration
in excess of $5.0 million, unless:


(1)          such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary
with a Person that is not an Affiliate of the Company as determined in good faith by a majority of the disinterested members of
the Board of Directors; and


(2)          the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $50.0 million, a resolution of the Board of Directors set forth in an Officer’s
Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with clause (1) of
this Section 4.13(a) and that such Affiliate Transaction or series of related Affiliate Transactions has been approved
by a majority of the disinterested members of the Board of Directors.


(b)        
The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to Section
4.13(a):


(1)          transactions between or among the Company and/or its Restricted Subsidiaries;


(2)          payment of reasonable and customary fees and compensation to, and reasonable and customary indemnification arrangements
and similar payments on behalf of, directors of the Company;


(3)          Restricted Payments that are permitted by Section 4.07 or any Permitted Investments;


(4)          any sale of Capital Stock (other than Disqualified Stock) of the Company;


(5)          loans and advances to officers and employees of the Company or any of its Restricted Subsidiaries or Holdings (or any direct
or indirect parent of 



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Holdings) for bona fide business purposes in the ordinary course of business consistent with past practice;


(6)          any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements,
entered into by the Company or any of its Restricted Subsidiaries with officers and employees of the Company or any of its Restricted
Subsidiaries or Holdings (or any direct or indirect parent of Holdings) and the payment of compensation to officers and employees
of the Company or any of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock
option or similar plans), in each case in the ordinary course of business;


(7)          any agreements or arrangements in effect on the Issue Date, or any amendment, modification, or supplement thereto or any
replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole,
is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement as in effect on the Issue
Date, as determined in good faith by the Company’s Board of Directors, and any transactions contemplated by any of the foregoing
agreements or arrangements;


(8)          transactions with customers, clients, suppliers, joint ventures, joint venture partners, Unrestricted Subsidiaries or purchasers
or sellers of goods and services, in each case in the ordinary course of business and on terms no less favorable than that available
from non-affiliates (as determined by the Company) and otherwise not prohibited by this Indenture;


(9)          any transaction with an Affiliate (i) where the only consideration paid by the Company or any Restricted Subsidiary is
Qualified Equity Interests or (ii) consisting of the provision of customary registration rights;


(10)        (a) the payment of all Transaction Expenses by the Company and its Restricted Subsidiaries and (b) the payment of all Prior
Transaction Expenses by the Company and its Restricted Subsidiaries;


(11)        any merger, consolidation or reorganization of the Company (otherwise permitted by this Indenture) with an Affiliate of
the Company solely for the purpose of (a) reorganizing to facilitate an initial public offering of securities of the Company or
a direct or indirect parent of the Company, (b) forming or collapsing a holding company structure or (c) reincorporating the Company
in a new jurisdiction;


(12)        transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because
one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided
that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on
any matter involving such other Person;


(13)        the entering into of any tax sharing agreement or arrangement or any other transactions undertaken in good faith that is
consistent with paragraph (b)(9)(iv) of Section 4.07;



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(14)        any transaction by the Company or any Restricted Subsidiary with any Affiliate for any financial advisory, financing (including
the extension of credit or making of loans by any Affiliate), underwriting or placement services or in respect of other investment
banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the
members of the Board of Directors of the Company in good faith;


(15)        transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from
an independent accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to
the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 4.13(a)(1);
and


(16)        any customary transaction (as determined by the Company in good faith) with a Special Purpose Securitization Subsidiary
pursuant to any Permitted Securitization Financing.


Section
4.14        Designation
of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary; provided that:


(1)          any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated will
be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time
of such designation, and such incurrence of Indebtedness would be permitted under Section 4.06;


(2)          the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in
the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of
such Subsidiary) will be deemed to be a Restricted Investment made as of the time of such designation and that such Investment
would be permitted under Section 4.07;


(3)          such Subsidiary does not own any Equity Interests of, or hold any Liens on any Property of, the Company or any Restricted
Subsidiary;


(4)          the Subsidiary being so designated:


(a)       is
not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company
that would not be permitted under Section 4.13 and;


(b)       except
as permitted under clauses (1) and (2) above, is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve
such Person’s financial condition or to cause such Person to achieve any specified levels of operating results.



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(5)          no Default or Event of Default would be in existence following such designation.


(b)        
(1) If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements described in clause
(4) above, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness, Investments,
or Liens on the property, of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such
date and, if such Indebtedness, Investments or Liens are not permitted to be incurred as of such date under this Indenture, the
Company shall be in default under this Indenture.


(2)          The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that:


(A)            
such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under
Section 4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter
reference period;


(B)             
all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation
and such Investments shall only be permitted if such Investments would be permitted under Section 4.07;


(C)             
all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted
under Section 4.08; and


(D)            
no Default or Event of Default would be in existence following such designation.


Section
4.15        Anti-Layering.
The Company shall not incur any Indebtedness that is subordinated or junior in right of payment to any Indebtedness of the Company
unless it is subordinated in right of payment to the Notes at least to the same extent. No Guarantor shall incur any Indebtedness
that is subordinated or junior in right of payment to the Indebtedness of such Guarantor unless it is subordinated in right of
payment to such Guarantor’s Note Guarantee at least to the same extent. For purposes of the foregoing, no Indebtedness will
be deemed to be subordinated or junior in right of payment to any other Indebtedness of the Company or any Guarantor, as applicable,
solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of
any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other
holders in the collateral held by them.


Section
4.16        Reports.
(a) So long as any Notes are outstanding, the Company will file with the Commission and furnish to the Trustee and, upon request,
to the Holders:


(1)          within 90 days after the end of each fiscal year, an annual report on Form 10-K;



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(2)          within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a quarterly report on Form
10-Q; and


(3)          promptly from time to time after the occurrence of an event required to be therein reported pursuant to Form 8-K, a current
report on Form 8-K.


If the Company
is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless
continue filing the reports specified in the preceding paragraphs of this Section 4.16 with the Commission within the time
periods specified above unless the Commission will not accept such a filing. If the Commission will not accept the Company’s
filings for any reason, the Company will furnish the reports referred to in the preceding paragraphs to the Trustee within the
time periods that would apply if the Company were required to file those reports with the Commission. The Company will not take
any action for the purpose of causing the Commission not to accept any such filings. Any information filed with, or furnished
to, the Commission via EDGAR shall be deemed to have been made available to the Trustee and the registered Holders of the Notes.


(b)        
Notwithstanding the foregoing, (A) if Holdings or any other direct or indirect parent of the Company fully and unconditionally
guarantees the Notes, the filing of such reports by such parent within the time periods specified above will satisfy such obligations
of the Company; provided that such reports shall include the information required by Rule 3-10 of Regulation S-X with respect
to the Company and the Guarantors and (B) if neither the Company nor Holdings is subject to Section 13 or 15(d) of the Exchange
Act, the financial statements, information and other documents required to be provided as described above, may be those of (i)
the Company or (ii) any direct or indirect parent of the Company, so long as in the case of (ii) such direct or indirect parent
of the Company shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business
or operations other than its direct or indirect ownership of all of the Equity Interests in, and its management of, the Company;
provided that, if the financial information so furnished relates to such direct or indirect parent of the Company, the same is
accompanied by a reasonably detailed description of the quantitative differences between the information relating to such parent,
on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other
hand.


(c)        
The Company shall distribute such information and such reports to the Trustee, and make them available, upon request, to
any Holder and to any such prospective investor or securities analyst. To the extent not satisfied by the foregoing, the Company
shall also make publicly available the information required to be available pursuant to Rule 144A(d)(4) under the Securities Act.


Section
4.17        Reports to Trustee.
(a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year, commencing with the fiscal year
ending September 30, 2021, an Officer’s Certificate stating that the Company has fulfilled its obligations hereunder or,
if there has been a Default or an Event of Default, specifying the Default or Event of Default and its nature and status.



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(b)        
The Company will deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes
aware or should reasonably become aware of the occurrence of any Default or an Event of Default, an Officer’s Certificate
setting forth the details of the Default or Event of Default, and the action which the Company proposes to take with respect thereto.


(c)        
The Company will notify the Trustee when any Notes are listed on any national securities exchange and of any delisting.


Section
4.18        Limitation on
Activities of Holdings. Holdings shall not engage in any material activities or hold any material assets other than holding
the Capital Stock of the Company and those activities incidental thereto and will not incur any material liabilities other than
liabilities relating to its Guarantee of the Notes, its Guarantee of any other Indebtedness of the Company or any of its Subsidiaries
and any other obligations or liabilities incidental to its activities as a holding company.


Section
4.19        Suspension of
Certain Covenants. If at any time after the Issue Date (i) the Notes are rated Investment Grade by each of S&P and Moody’s
(or, if either (or both) of S&P and Moody’s have been substituted in accordance with the definition of “Rating
Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under
this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as
a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the covenants
in Section 4.06, Section 4.07, Section 4.09, Section 4.12, Section 4.13 and Section 5.01(a)(2)(C)
(the foregoing, the “Suspended Covenants”).


Additionally,
during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will
not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary.


The Company
shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any Covenant
Suspension Event or Reversion Date, and the dates thereof. The Trustee shall not have any obligation to monitor the occurrence
and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively on such Officer’s Certificate. The
Trustee shall not have any duty to notify the Holders of any such events or dates.


In the event
that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result
of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of
the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again
be subject to the Suspended Covenants with respect to future events.


On each
Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Indebtedness
incurred pursuant to Section 4.06(b)(2). For purposes of calculating the amount available to be made as Restricted Payments
under Section 4.07(a)(iii), calculations under such covenant shall be made as though such 



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covenant had been in effect since
the Issue Date and prior, but not during, the Suspension Period. Restricted Payments made during the Suspension Period will not
reduce the amount available to be made as Restricted Payments under Section 4.07(a). For purposes of Section 4.12,
on the Reversion Date, the amount of unutilized Excess Proceeds will be reset to zero. Notwithstanding that the Suspended Covenants
may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the
Suspended Covenants during a Suspension Period (or on the Reversion Date after a Suspension Period based solely on events that
occurred during the Suspension Period).


ARTICLE
5



Consolidation, Merger or Sale of Assets


Section
5.01        Consolidation,
Merger or Sale of Assets. (a) The Company will not, directly or indirectly:


(1)          consolidate or merge with or into another Person (whether or not the Company is the surviving corporation) or


(2)          sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Company
and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless:


(A)            
either: (x) the Company is the surviving corporation; or (y) the Person formed by or surviving any such consolidation or
merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been
made (i) is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof
or the District of Columbia and (ii) assumes all the obligations of the Company under the Notes and this Indenture pursuant to
agreements reasonably satisfactory to the Trustee;


(B)             
immediately after giving effect to such transaction no Default or Event of Default exists; and


(C)             
immediately after giving effect to such transaction on a pro forma basis, the Company or the Person formed by or
surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance
or other disposition shall have been made, will, on the date of such transaction after giving pro forma effect thereto
and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be
(i) permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.06(a) or (ii) have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage
Ratio of the Company for the four-quarter period immediately prior to such transaction.


In addition,
neither the Company nor any Restricted Subsidiary may, directly or indirectly, lease all or substantially all of its properties
or assets, in one or more related transactions, to any other Person. Clauses (B) and (C) of Section 5.01(a)(2) will not
apply to any 



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merger, consolidation or sale, assignment, transfer, lease, conveyance or other disposition of assets between or
among the Company and any of its Restricted Subsidiaries.


(b)        
Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing
Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture and the Notes with the same effect as if such successor Person had been named as the
Company in this Indenture. Upon such substitution, except in the case of a sale, conveyance, transfer or disposition of less than
all its assets the Company will be released from its obligations under this Indenture and the Notes.


ARTICLE
6



Default and Remedies


Section
6.01        Events of Default.
Each of the following is an “Event of Default”:


(1)          default for 30 days in the payment when due of interest on Notes;


(2)          default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium,
if any, on Notes;


(3)          failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.10(b), 4.11, 4.12
or Article 5;


(4)          failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice by the Trustee or Holders
representing 25% or more of the aggregate principal amount of outstanding Notes to comply with any of the other agreements in
this Indenture;


(5)          default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is
Guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created
after the Issue Date (other than Indebtedness owing to the Company or a Restricted Subsidiary or any Permitted Securitization
Financing), if that default:


(a)       is
caused by a failure to make any payment of principal at the final maturity of such Indebtedness (a “Payment Default”);
or


(b)       results
in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $75.0 million or more;


(6)          failure by the Company or any of its Restricted Subsidiaries to pay final judgments (to the extent such judgments are not
paid or covered by insurance 



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provided by a carrier that has acknowledged coverage in writing and has the ability to perform) aggregating
in excess of $75.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;


(7)          except as permitted by this Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable
or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any authorized Person acting on behalf
of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee;


(8)          an involuntary case or other proceeding is commenced against the Company or any Significant Subsidiary with respect to
it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary
case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the
Company or any Significant Subsidiary under the federal bankruptcy laws as now or hereafter in effect; and


(9)          the Company or any of its Significant Subsidiaries (i) commences a voluntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under
any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any of its Significant Subsidiaries or for all or substantially all of the
property and assets of the Company or any of its Significant Subsidiaries or (iii) effects any general assignment for the benefit
of creditors (an event of default specified in clause (8) or (9) a “bankruptcy default”).


Section
6.02        Acceleration.
(a) In the case of an Event of Default arising from a bankruptcy default, with respect to the Company, all outstanding Notes will
become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately by notice in writing to the Company specifying the Event of Default. Upon a declaration of acceleration, such
principal and interest will become immediately due and payable.


(b)        
The Holders of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee
may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if


(1)          all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes
that have become due solely by the declaration of acceleration, have been cured or waived, and


(2)          the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.


Section
6.03        Other Remedies.
If an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any
available remedy by proceeding at law or in equity to collect the payment of principal of and interest on the Notes 



    	 	72	 



     


    

 


or to enforce
the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding.


Section
6.04        Waiver of Past
Defaults. Except as otherwise provided in Sections 6.02, 6.07 and 9.02, the Holders of a majority in
principal amount of the outstanding Notes may, by notice to the Trustee on behalf of the Holders of all of the Notes, waive an
existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom
will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent
thereon.


Section
6.05        Control by Majority.
The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and
place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial
to the rights of Holders not joining in the giving of such direction and may take any other action it deems proper that is not
inconsistent with any such direction received from Holders.


Section
6.06        Limitation on
Suits. A Holder may not institute any proceeding, judicial or otherwise, with respect to this Indenture or the Notes, or form
the appointment of a recipient or a trustee, or pursue any remedy with respect to this Indenture or the Notes unless:


(1)          the Holder gives the Trustee written notice of a continuing Event of Default;


(2)          the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to
institute a proceeding or pursue the remedy;


(3)          such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;


(4)          the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and


(5)          during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give
the Trustee a direction that is inconsistent with the request.


Section
6.07        Rights of Holders
to Receive Payment. Notwithstanding anything to the contrary, the right of any Holder of a Note to receive payment of the
principal of, premium, if any, or interest on its Note on or after the Stated Maturities thereof, or to bring suit for the enforcement
of any such payment, on or after the due date expressed in the Notes, shall not be impaired or affected without the consent of
the Holder.



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Section
6.08        Collection Suit
by Trustee. If an Event of Default in payment of principal or interest specified in clause (1) or (2) of Section 6.01
occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust for the whole amount
of principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent lawful, overdue
installments of interest, in each case at the rate specified in the Notes, and such further amount as is sufficient to cover the
costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and any other amounts due the Trustee hereunder.


Section
6.09        Trustee May
File Proofs of Claim. The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders of Notes allowed in any
judicial proceedings relating to the Company or any Guarantor or their respective creditors or property, and is entitled and empowered
to collect, receive and distribute any money, securities or other property payable or deliverable upon conversion or exchange
of the Notes or upon any such claims. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents
to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee hereunder. Nothing
in this Indenture will be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder,
any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding.


Section
6.10        Priorities.
If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:


First:
to the Trustee for all amounts due hereunder;


Second:
to Holders for amounts then due and unpaid for principal of and interest on the Notes, ratably, without preference or priority
of any kind, according to the amounts due and payable on the Notes for principal and interest; and


Third:
to the Company or as a court of competent jurisdiction may direct.


The Trustee,
upon written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section.


Section
6.11        Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted a proceeding to enforce any right or remedy under this
Indenture and the proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to the Holder, then, subject to any determination in the proceeding, the Company, any Guarantors, the Trustee and the Holders
will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the



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Company, any Guarantors, the Trustee and the Holders will continue as though no such proceeding had been instituted.


Section
6.12        Undertaking
for Costs. 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 or omitted by it as Trustee, a court may require any party litigant in such suit (other than the Trustee)
to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims
or defenses made by the party litigant. This Section does not apply to a suit by a Holder to enforce payment of principal of or
interest on any Note on the respective due dates, or a suit by Holders of more than 10% in principal amount of the outstanding
Notes.


Section
6.13        Rights and Remedies
Cumulative. No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is intended to
be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and
in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other
right or remedy.


Section
6.14        Delay or Omission
Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of
Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every
right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


Section
6.15        Waiver of Stay,
Extension or Usury Laws. The Company and each Guarantor 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 or take the benefit or advantage of, any stay or extension
law or any usury law or other law that would prohibit or forgive the Company or the Guarantor from paying all or any portion of
the principal of, or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or
that may affect the covenants or the performance of the Indenture. The Company and each Guarantor hereby expressly waives, to
the extent that it may lawfully do so, 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
7



The Trustee


Section
7.01        General.
(a) The duties and responsibilities of the Trustee are as provided by the provisions of the Trust Indenture Act made applicable
to this Indenture and as set forth herein. Whether or not expressly so provided, every provision of this Indenture relating



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to
the conduct or affecting the liability of or affording protection to the Trustee is subject to this Article.


(b)        
Except during the continuance of an Event of Default, the Trustee need perform only those duties that are specifically
set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the
Trustee. In case an Event of Default has occurred and is continuing, and is actually known to the Trustee, the Trustee shall exercise
those 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 bad faith or willful misconduct.


Section
7.02  Certain Rights of Trustee. Subject to Trust
Indenture Act Sections 315(a) through (d):


(1)          In the absence of bad faith on its part, the Trustee may rely, and will be protected in acting or refraining from acting,
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or 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, but, in the case of any document
which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the
document to determine whether it conforms to the requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation
into such facts or matters as it sees fit.


(2)          Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel
conforming to Section 11.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in
reliance on the certificate or opinion.


(3)          The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any
agent (other than an agent who is an employee of the Trustee) appointed with due care.


(4)          The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity satisfactory
to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.


(5)          The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized
or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in
accordance 



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with Section 6.05 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.


(6)          The Trustee may consult with counsel, and the written advice of such counsel or any Opinion of Counsel will be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.


(7)          No provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity
satisfactory to it against any loss, liability or expense.


Section
7.03        Individual Rights
of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise
deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same
with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311. For purposes of Trust Indenture
Act Section 311(b)(4) and (6):


(a)        
“cash transaction” means any transaction in which full payment for goods or securities sold is made
within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers
and payable upon demand; and


(b)        
“self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made,
drawn, negotiated or incurred for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale
of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods,
wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting
the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship arising
from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.


Section
7.04        Trustee’s
Disclaimer. The Trustee (i) makes no representation as to the validity or adequacy of this Indenture or the Notes, (ii) is
not accountable for the Company’s use or application of the proceeds from the Notes and (iii) is not responsible for any
statement in the Notes other than its certificate of authentication.


Section
7.05        Notice of Default.
If any Default occurs and is continuing and is known to the Trustee, the Trustee will send notice of the Default to each Holder
within 90 days after the Trustee’s receipt of notice of its occurrence, unless the Default has been cured; provided
that, except in the case of a default in the payment of the principal of or interest on any Note, the Trustee may withhold the
notice if and so long as the board of directors, the executive committee or a trust committee of directors of the Trustee in good
faith determines that withholding the 



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notice is in the interest of the Holders. Notice to Holders under this Section will be given
in the manner and to the extent provided in Trust Indenture Act Section 313(c).


Section
7.06        [Reserved].


Section
7.07        Compensation
And Indemnity. (a) The Company will pay the Trustee compensation as agreed upon in writing for its services. The compensation
of the Trustee is not limited by any law on compensation of a Trustee of an express trust. The Company will reimburse the Trustee
upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, including
the reasonable compensation and expenses of the Trustee’s agents and counsel. When the Trustee incurs expenses or renders
services after a “bankruptcy default” has occurred, the expenses and compensation for the services (including the
fees and expenses of its agents and counsel) are intended, to the extent permitted by applicable law, to constitute expenses of
administration under Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


(b)        
The Company will indemnify the Trustee for, and hold it harmless against, any loss or liability or expense incurred by
it without negligence, bad faith or willful misconduct on its part arising out of or in connection with the acceptance or administration
of this Indenture and its duties under this Indenture and the Notes, including the costs and expenses of defending itself against
any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise
or performance of any of its powers or duties under this Indenture and the Notes. The Trustee shall promptly notify the Company
of any claim asserted against the Trustee or any of its agents for which it may seek indemnity. The Company shall defend the claim
and the Trustee shall cooperate in the defense. The Trustee and its agents subject to the claim may have separate counsel, and
the Company shall pay the reasonable fees and expenses of such counsel if the Trustee concludes, upon advice of counsel, that
there exists a conflict of interest between the Company and the Trustee and its agents subject to the claim in connection with
such defense. The Company need not pay for any settlement made without its written consent. The Company need not reimburse any
expense or indemnify against any loss or liability to the extent incurred by the Trustee through the Trustee’s negligence,
bad faith or willful misconduct.


(c)        
To secure the Company’s payment obligations in this Section, the Trustee will have a lien prior to the Notes on all
money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay
principal of, and interest on particular Notes. Such lien will survive the satisfaction and discharge of this Indenture.


(d)        
The obligations of the Company under this Section 7.07 will survive the satisfaction and discharge of this Indenture
or the resignation or removal of the Trustee.


Section
7.08        Replacement
of Trustee. (a)(i) The Trustee may resign at any time by providing 30 days prior written notice to the Company.



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(ii)       The
Holders of a majority in principal amount of the outstanding Notes may remove the Trustee, by written notice to the Trustee.


(iii)       If
the Trustee is no longer eligible under Section 7.10 or in the circumstances described in Trust Indenture Act Section 310(b),
any Holder that satisfies the requirements of Trust Indenture Act Section 310(b) may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.


(iv)       The
Company may remove the Trustee if: (i) the Trustee is no longer eligible under Section 7.10; (ii) the Trustee is adjudged
a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the
Trustee becomes incapable of acting.


A resignation or removal of
the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section.


(b)        
If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Notes may appoint a successor
Trustee with the consent of the Company. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office
of Trustee for any reason, the Company will promptly appoint a successor Trustee. If the successor Trustee does not deliver its
written acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Company’s
expense), the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


(c)        
Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company,
(i) the retiring Trustee will transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided
for in Section 7.07, (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor
Trustee will have all the rights, powers and duties of the Trustee under this Indenture. Upon request of any successor Trustee,
the Company will execute any and all instruments for fully and vesting in and confirming to the successor Trustee all such rights,
powers and trusts. The successor Trustee will give notice of any resignation and any removal of the Trustee and each appointment
of a successor Trustee to all Holders, and include in the notice the name of the successor Trustee and the address of its Corporate
Trust Office.


(d)        
Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07
will continue for the benefit of the retiring Trustee.


(e)        
The Trustee agrees to give the notices provided for in, and otherwise comply with, Trust Indenture Act Section 310(b).


Section
7.09        Successor Trustee
by Merger. 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 resulting, surviving or transferee 



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corporation or
national banking association without any further act will be the successor Trustee with the same effect as if the successor Trustee
had been named as the Trustee in this Indenture.


Section
7.10        Eligibility.
This Indenture must always have a Trustee that satisfies the requirements of Trust Indenture Act Section 310(a) and has a combined
capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.


Section
7.11        Money Held in
Trust. The Trustee will not be liable for interest on any money received by it except as it may agree with the Company. Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money
held in trust under Article 8.


ARTICLE
8



Legal Defeasance and Covenant Defeasance; Satisfaction and Discharge


Section
8.01        Option to Effect
Legal Defeasance or Covenant Defeasance. The Company may, at any time, elect to have either Section 8.02 or Section
8.03 be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.


Section
8.02        Legal Defeasance
and Discharge. Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.02,
the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged
from its obligations with respect to all outstanding Notes and all obligations of the Guarantors shall be deemed to have been
discharged with respect to their obligations under the Note Guarantees, on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed
to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to
be “outstanding” only for the purposes of Section 8.08 and the other Sections of this Indenture referred to
in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following
clauses, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes
to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section
8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b)
the Company’s obligations with respect to such Notes under Article 2, Section 4.02 and Section 8.08,
(c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and Guarantors’ obligations
in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise
its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03.


Section
8.03        Covenant Defeasance.
Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company
and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released
from their respective obligations under the covenants set forth in Sections 4.04 through 4.16, 



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4.18 and clauses
(B) and (C) of 5.01(a)(2), inclusive with respect to the outstanding Notes on and after the date the conditions set forth
in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be
deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the
Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any
reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and
such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 of the option
applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, clauses
(3) through (7) of Section 6.01 hereof shall cease to operate and not constitute Events of Default.


Section
8.04        Conditions to
Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02
or 8.03 hereof to the outstanding Notes:


In order
to exercise either Legal Defeasance or Covenant Defeasance:


(a)        
the Company shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes, cash in U.S.
dollars, non-callable Government Securities, or a combination thereof, in such amounts as shall be sufficient, in the opinion
of a nationally recognized firm of independent public accountants (or, if two or more nationally recognized firms of independent
public accountants decline to issue such opinion as a matter of policy, in the opinion of the Company’s chief financial
officer), to pay the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity or on the applicable
redemption date, as the case may be, and the Company shall specify whether such Notes are being defeased to maturity or to a particular
redemption date;


(b)        
in the case of an election under Section 8.02, the Company shall have delivered to the Trustee an Opinion of Counsel
reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding
Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and shall
be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case
if such Legal Defeasance had not occurred;


(c)        
in the case of an election under Section 8.03, the Company shall have delivered to the Trustee an Opinion of Counsel
reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes shall not recognize income, gain or
loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be 



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subject to U.S. federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had
not occurred;


(d)        
no Default or Event of Default shall have occurred and be continuing on the date of such deposit other than a Default resulting
from the borrowing of funds to be applied to such deposit;


(e)        
such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under
any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or
by which the Company or any of its Subsidiaries is bound;


(f)         
the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by
the Company with the intent of preferring the Holders of Notes over any other creditors of the Company with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Company or others;


(g)        
if the Notes are to be redeemed prior to their Stated Maturity, the Company shall have delivered to the Trustee irrevocable
instructions to redeem all of the Notes on the specified redemption date; and


(h)        
the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent, including, without limitation, the conditions set forth in this Section 8.04, provided for
or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


In the case
of defeasance, upon any redemption that requires the payment of the Applicable Premium, the amount deposited with the trustee
shall be sufficient for purposes of clause (a) above and this Indenture to the extent that an amount is deposited with the trustee
equal to the Applicable Premium calculated as of the date of such deposit, with any deficit as of the date of redemption (any
such amount, the “Applicable Premium Deficit”) only required to be deposited with the trustee on or prior to
the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the trustee
simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be
applied toward such redemption.


Section
8.05        Satisfaction
and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect as to all Notes issued
hereunder when:


(i)       either:


(A)            
all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes
for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the
Trustee for cancellation; or


(B)             
all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making
of a notice of redemption 



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or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S.
dollars, non-callable Government Securities, or a combination thereof, in such amounts, as determined by the Company, as will
be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes
not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or
redemption;


(ii)       no
Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such
deposit (other than from the borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or
violation of, or constitute a default under, any other instrument (other than this Indenture) to which the Company or any Guarantor
is a party or by which the Company or any Guarantor is bound;


(iii)       the
Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and


(iv)       the
Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment
of the Notes at maturity or the redemption date, as the case may be.


In the case
of satisfaction and discharge, upon any redemption that requires the payment of the Applicable Premium, the amount deposited with
the trustee shall be sufficient for purposes of clause (i) above and this Indenture to the extent that an amount is deposited
with the trustee equal to the Applicable Premium calculated as of the date of such deposit, with any Applicable Premium Deficit
only required to be deposited with the trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be
set forth in an Officer’s Certificate delivered to the trustee simultaneously with the deposit of such Applicable Premium
Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.


In addition,
the Company shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied.


Section
8.06        Survival of
Certain Obligations. Notwithstanding Sections 8.02, 8.03 and 8.05, any obligations of the Company and
the Guarantors in Sections 2.03 through 2.11, 6.07, Article 7, and 8.07 through 8.11
shall survive until the Notes have been paid in full. Thereafter, any obligations of the Company and the Guarantors in Article
7 and Sections 8.07, 8.08 and 8.10 shall survive such satisfaction and discharge. Nothing contained in
this Article 8 shall abrogate any of the obligations or duties of the Trustee under this Indenture.


Section
8.07        Acknowledgment
of Discharge by Trustee. After the conditions of Section 8.02, 8.03 or 8.05 have been satisfied, the
Trustee upon written request shall acknowledge in writing the discharge of all of the Company’s obligations under this Indenture
except for those surviving obligations specified in this Article 8.



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Section
8.08        Deposited Money
and Cash Equivalents to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.09, all money and non-callable
Cash Equivalents (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes
of this Section 8.08, the “Trustee”) pursuant to Section 8.04 in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine,
to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest,
but such money need not be segregated from other funds except to the extent required by law.


The Company
shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable
Cash Equivalents deposited pursuant to Section 8.04(a) or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.


Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon
the request of the Company any money or non-callable Cash Equivalents held by it as provided in Section 8.04 which, in
the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee (which may be the opinion delivered under Section 8.04 hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


Section
8.09        Repayment to
Company. Subject to applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any, and interest on any Note and remaining unclaimed
for two years after such principal, and premium, if any, and interest has become due and payable shall be paid to the Company
on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter,
as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of
the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such
money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification
or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.


Section
8.10        Indemnity for
Government Securities. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against deposited Government Securities or the principal and interest, if any, received on such Government Securities.


Section
8.11        Reinstatement.
If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance
with Section



    	 	84	 



     


    

 


 8.02, 8.03 or 8.05, as the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02, 8.03 or
8.05 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section
8.02, 8.03 or 8.05, as the case may be; provided, however, that, if the Company makes any payment
of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.


ARTICLE
9



Amendment, Supplement and Waivers


Section
9.01        Amendments Without
Consent of Holders. Notwithstanding Section 9.02, without the consent of any Holder of Notes, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture, or the Notes or the Note Guarantees:


(a)        
to cure any ambiguity, defect or inconsistency;


(b)        
to provide for uncertificated Notes in addition to or in place of Certificated Notes;


(c)        
to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case
of a merger or consolidation or sale of all or substantially all of the assets of the Company or of such Guarantor;


(d)        
to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely
affect the legal rights under this Indenture of any such Holder;


(e)        
to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under
the Trust Indenture Act;


(f)         
to comply with the requirements of Section 4.10;


(g)        
to evidence and provide for the acceptance of appointment by a successor Trustee;


(h)        
to provide for the issuance of Additional Notes in accordance with this Indenture; or


(i)          
to conform any provision to the “Description of Notes” in the Offering Memorandum.


Section
9.02        Amendments With
Consent of Holders. (a) Except as provided in Section 9.01 or below in this Section 9.02, this Indenture, the
Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate




    	 	85	 



     


    

 


principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.02, 6.04 and 6.07 hereof, any
existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may
be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including,
without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for, Notes).


(b)        
It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular
form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.


(c)        
Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not (with respect to any Notes
held by a non-consenting Holder):


(i)       reduce
the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


(ii)       reduce
the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption
of the Notes (other than the notice period with respect to the redemption of Notes);


(iii)       reduce
the rate of or change the time for payment of interest on any Note;


(iv)       waive
a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission
of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes
and a waiver of the payment default that resulted from such acceleration);


(v)       make
any Note payable in money other than U.S. dollars;


(vi)       make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive
payments of principal of, or interest or premium, if any, on the Notes;


(vii)       release
any Guarantor from any of its obligations under its Note Guarantee or this Indenture except in accordance with the terms of this
Indenture;


(viii)       impair
the right to institute suit for the enforcement of any payment on or with respect to the Notes or the related Note Guarantees;


(ix)       amend,
change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance
with Section 4.12 after the obligation to make such an Asset Sale Offer has arisen, or the obligation of the Company to
make and consummate a Change of Control Offer in the event of a Change of 



    	 	86	 



     


    

 


Control in accordance with Section 4.11 after
such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;


(x)       except
as otherwise permitted by Article 5, consent to the assignment or transfer by the Company of any of its rights or obligations
under this Indenture; or


(xi)       make
any change in Section 6.02, 6.04 or 6.07 or in this Section 9.02.


(d)        
An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents
from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver
under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing
the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such amended or supplemental indenture or waiver.


Section
9.03        [Reserved].


Section
9.04        Revocation and
Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a
continuing consent by such Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder
of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every Holder.


Section
9.05        Notation on
or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter
authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of a certificate of authentication,
authenticate new Notes that reflect the amendment, supplement or waiver.


Failure
to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or
waiver.


Section
9.06        Trustee to Sign
Amendments, Etc. The Trustee shall sign any amended or supplemental indenture or Note authorized pursuant to this Article
9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In
executing any amended or supplemental indenture, Note or any waiver, the Trustee shall be entitled to receive and (subject to
Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 11.04,
an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, execute any such amendment, supplement
or waiver which affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. In signing any amendment,
supplement or waiver, the Trustee shall be entitled to receive an indemnity reasonably satisfactory to it.



    	 	87	 



     


    




ARTICLE
10



Guarantees


Section
10.01    The Guarantees. Subject to the
provisions of this Article, to the fullest extent permitted by applicable law, each Guarantor hereby irrevocably and unconditionally
guarantees, jointly and severally, on an unsubordinated basis, the full and punctual payment (whether at Stated Maturity, upon
redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and
interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by
the Company under this Indenture. Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith
on demand pay the amount not so paid at the place and in the manner specified in this Indenture.


Section
10.02    Guarantee Unconditional. The obligations
of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, to the fullest
extent permitted by applicable law, will not be released, discharged or otherwise affected by


(1)         any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this
Indenture or any Note, by operation of law or otherwise;


(2)         any modification or amendment of or supplement to this Indenture or any Note;


(3)         any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization
or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the
Company contained in this Indenture or any Note;


(4)         the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee
or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein
prevents the assertion of any such claim by separate suit or compulsory counterclaim;


(5)         any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Note, or
any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest
on any Note or any other amount payable by the Company under this Indenture; or


(6)         any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance
whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such
Guarantor’s obligations hereunder.


Section
10.03    Discharge; Reinstatement. Each
Guarantor’s obligations hereunder will remain in full force and effect until the principal of, premium, if any, and interest




    	 	88	 



     


    

 


on the Notes and all other amounts payable by the Company under this Indenture have been paid in full. If at any time any payment
of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under this Indenture
is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise,
each Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due
but not made at such time.


Section
10.04    Waiver by the Guarantors. To the
fullest extent permitted by applicable law, each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest
and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against
the Company or any other Person.


Section
10.05    Subrogation and Contribution. Upon
making any payment with respect to any obligation of the Company under this Article the Guarantor making such payment will be
subrogated to the rights of the payee against the Company with respect to such obligation, provided that the Guarantor
may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise,
from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes
remains unpaid.


Section
10.06    Stay of Acceleration. If acceleration
of the time for payment of any amount payable by the Company under this Indenture or the Notes is stayed upon the insolvency,
bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of this Indenture
are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee or the Holders.


Section
10.07    Limitation on Amount of Guarantee.
Notwithstanding anything to the contrary in this Article, each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance
under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law.
To effectuate that intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each
Guarantor (other than Holdings) under its Note Guarantee are limited to the maximum amount that would not render the Guarantor’s
obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any
comparable provision of state law.


Section
10.08    Execution and Delivery of Guarantee.
The execution by each Guarantor of the Indenture (or a supplemental indenture in the form of Exhibit B) evidences the Note
Guarantee of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time
of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note
Guarantee set forth in this Indenture on behalf of each Guarantor.


Section
10.09    Release of Guarantee. The Note
Guarantee of a Guarantor (other than Holdings) will terminate:



    	 	89	 



     


    




(1)          in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either
before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition of
all such Capital Stock of that Guarantor does not violate Section 4.12;


(2)          if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture;


(3)          upon legal or covenant defeasance of the Notes or satisfaction and discharge of this Indenture as provided in Article
8;


(4)          upon a sale of Capital Stock which causes such Guarantor to cease to be a Subsidiary if such sale does not violate any
of the provisions of this Indenture; provided that such Guarantor is concurrently released from any other Guarantees of
Indebtedness of the Company or any of its Restricted Subsidiaries at such time; or


(5)          when such Guarantor does not guarantee Indebtedness under a Credit Facility or any of the Existing Notes.


Upon delivery
by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee
will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its
Note Guarantee.


ARTICLE
11



Miscellaneous


Section
11.01    [Reserved].


Section
11.02    Noteholder Communications; Noteholder
Actions. (a) The rights of Holders to communicate with other Holders with respect to this Indenture or the Notes are as provided
by the Trust Indenture Act, and the Company and the Trustee shall comply with the requirements of Trust Indenture Act Sections
312(a) and 312(b). Neither the Company nor the Trustee will be held accountable by reason of any disclosure of information as
to names and addresses of Holders made pursuant to the Trust Indenture Act.


(b)        
(1) Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided
by this Indenture to be given or taken by a Holder (an “act”) may be evidenced by an instrument signed by such
Holder delivered to the Trustee. The fact and date of the execution of the instrument, or the authority of the person executing
it, may be proved in any manner that the Trustee deems sufficient.


(2)              
The Trustee may make reasonable rules for action by or at a meeting of Holders which will be binding on all the Holders.


(c)        
Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt
as the Note of the acting Holder, 



    	 	90	 



     


    

 


even if no notation thereof appears on the Note. Subject to paragraph (d), a Holder may revoke
an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other
consequence of the act becomes effective.


(d)        
The Company may, but is not obligated to, fix a record date for the purpose of determining the Holders entitled to act
with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only
the Trustee may set a record date as to notices of default, any declaration or acceleration or any other remedies or other consequences
of the Event of Default. If a record date is fixed, those Persons that were Holders of Notes at such record date and only those
Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the
record date. No act will be valid or effective if taken more than 90 days after the record date.


Section
11.03    Notices. (a) Any notice or communication
to the Company will be deemed given if in writing (i) when delivered in person or (ii) five days after mailing when mailed by
first class mail, or (iii) when sent by facsimile transmission, with transmission confirmed. Notices or communications to a Guarantor
will be deemed given if given to the Company. Any notice to the Trustee will be effective only upon receipt. In each case the
notice or communication should be addressed as follows:


if to the Company:


Spectrum Brands, Inc.

3001 Deming Way

Middleton, Wisconsin 53562

Attention: General Counsel

(608) 275-3340


if to the Trustee:


US Bank National Association

333 Commerce Street, Suite 800

Nashville, Tennessee 37201

Attention: Corporate Trust Services

(615) 251-0737


The Company or the Trustee
by notice to the other may designate additional or different addresses for subsequent notices or communications.


(b)        
Except as otherwise expressly provided with respect to published notices, any notice or communication to a Holder will
be deemed given when mailed to the Holder at its address as it appears on the Register by first class mail or, as to any Global
Note registered in the name of DTC or its nominee, as agreed by the Company, the Trustee and DTC. Copies of any notice or communication
to a Holder, if given by the Company, will be mailed to the Trustee at the same time. Defect in mailing a notice or communication
to any particular Holder will not affect its sufficiency with respect to other Holders.



    	 	91	 



     


    




(c)        
Where this Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and the waiver will be the equivalent of the notice. Waivers of notice by Holders must be filed
with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers.


Section
11.04    Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company
will furnish to the Trustee:


(1)          an Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with; and


(2)          an Opinion of Counsel stating that all such conditions precedent have been complied with.


Section
11.05    Statements Required in Certificate
or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture
must include:


(1)          a statement that each person signing the certificate or opinion has read the covenant or condition and the related definitions;


(2)          a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained
in the certificate or opinion is based;


(3)          a statement that, in the opinion of each such person, that person has made such examination or investigation as is necessary
to enable the person 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 or not, in the opinion of each such person, such condition or covenant has been complied with,
provided that an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials with respect
to matters of fact.


Section
11.06    Payment Date Other Than a Business
Day. If any payment with respect to a payment of any principal of, premium, if any, or interest on any Note (including any
payment to be made on any date fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then
the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made
on such date, and no interest will accrue for the intervening period.


Section
11.07    Governing Law. This Indenture,
including any Note Guarantees, and the Notes, shall be governed by, and construed in accordance with, the laws of the State of
New York.



    	 	92	 



     


    




Section
11.08    No Adverse Interpretation of Other
Agreements. This Indenture may not be used to interpret another indenture or loan or debt agreement of the Company or any
Subsidiary of the Company and no such indenture or loan or debt agreement may be used to interpret this Indenture.


Section
11.09    Successors. All agreements of the
Company or any Guarantor in the Indenture and the Notes will bind its successors. All agreements of the Trustee in the Indenture
will bind its successor.


Section
11.10    Duplicate Originals. The parties
may sign any number of copies of the Indenture. Each signed copy shall be an original, but all of them together represent the
same agreement. The words “execution,” “signed,” “signature,” and words of like import in
this Indenture or in any other certificate, agreement or document related to this Indenture, if any, shall include images of manually
executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif”
or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic
signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated,
received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed
signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other
applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial
Code.


Section
11.11    Separability. In case any provision
in the Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.


Section
11.12    Table of Contents and Headings.
The Table of Contents, Cross- Reference Table and headings of the Articles and Sections of the Indenture have been inserted for
convenience of reference only, are not to be considered a part of the Indenture and in no way modify or restrict any of the terms
and provisions of the Indenture.


Section
11.13    No Liability of Directors, Officers,
Employees and Stockholders. No director, officer, employee, incorporator, stockholder or controlling person of the Company
or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes.


Section
11.14    Benefits of Indenture. Nothing
in this Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors thereunder,
any Paying Agent and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.



    	 	93	 



     


    




Section
11.15    Rules by Trustee and Agents. The
Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable
rules and set reasonable requirements for its function.


 


 


 






    	 	94	 



     


    

 


SIGNATURES


IN WITNESS
WHEREOF, the parties hereto have caused the Indenture to be duly executed as of the date first written above.


 


	 	SPECTRUM BRANDS, INC., as Issuer	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Executive Vice President, General Counsel &
    Corporate Secretary	 
	 	 	 	 	 


 


 







    	 	95	



     


    

 


	 	SB/RH HOLDINGS, LLC	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Executive Vice President, General Counsel &
    Corporate Secretary	 
	 	 	 	 	 


 


	 	APPLICA MEXICO HOLDINGS, INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Vice President, General Counsel &
    Corporate Secretary	 
	 	 	 	 	 


 


	 	ALASKA MERGER ACQUISITION CORP.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Vice President	 
	 	 	 	 	 


 


	 	GLOFISH LLC	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Vice President and Assistant Secretary	 
	 	 	 	 	 


 


	 	NATIONAL MANUFACTURING MEXICO A LLC	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Vice President, General Counsel and Secretary	 
	 	 	 	 	 


 







    	 	96	



     


    




 


	 	NATIONAL MANUFACTURING MEXICO B LLC	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Vice President, General Counsel and Secretary	 
	 	 	 	 	 


 


	 	NATIONAL OPENINGS, LLC	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Vice President	 
	 	 	 	 	 


 


	 	ROV HOLDING, INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Executive Vice President, General Counsel & Corporate
Secretary
	 
	 	 	 	 	 


 


	 	ROV INTERNATIONAL HOLDINGS LLC
	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	President and Secretary	 
	 	 	 	 	 


 


	 	SALIX ANIMAL HEALTH, LLC	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Senior Vice President, Secretary & General Counsel	 
	 	 	 	 	 


 







    	 	97	



     


    





 


	 	SCHULTZ COMPANY	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Vice President	 
	 	 	 	 	 


 


	 	SHASER, INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Secretary	 
	 	 	 	 	 


 


	 	SPECTRUM BRANDS PET LLC	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Vice President	 
	 	 	 	 	 


 


	 	SPECTRUM BRANDS PET GROUP INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Vice President and Secretary	 
	 	 	 	 	 


 


	 	UNITED INDUSTRIES CORPORATION	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ehsan Zargar	 
	 	 	Name: 	Ehsan Zargar	 
	 	 	Title:   

    	Vice President and Secretary	 
	 	 	 	 	 


 







    	 	98	



     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Wally Jones	 
	 	 	Name: 	Wally Jones	 
	 	 	Title:   

    	Vice President	 
	 	 	 	 	 


 






    	 	99	



     


    

 


EXHIBIT
A


 


 


[FACE
OF NOTE]


SPECTRUM
BRANDS, INC.


3.875%
Senior Note Due 2031





	 	[CUSIP] [ISIN]1 ________
	 	 
	No.________	[Initially]2  $
________



 








 


Spectrum
Brands, Inc., a Delaware corporation (the “Company”, which term includes any successor under the Indenture
hereinafter referred to), for value received, promises to pay to ___________________, or its registered assigns, the principal
sum of _________  DOLLARS ($ ________________) [or such other amount as indicated on the Schedule of Exchange of Notes attached
hereto] 3 on March 15, 2031.


 


Interest
Rate: 3.875% per annum.


Interest
Payment Dates: March 15 and September 15, commencing [September 15, 2021].4


Regular
Record Dates: March 1 and September 1.


Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same
effect as if set forth at this place.


 


_______________________








	1	144A Cusip: 84762L AX3

                           144A
                           ISIN: US84762LAX38


Reg S Cusip:
U84569 AM1


Reg S ISIN:
USU84569AM12


	 	 
	2	For Global Notes.
	 	 
	3	For Global Notes.
	 	 
	4	For Initial Notes only



 





 


 






    	 	A-1	 



     


    

 


IN WITNESS
WHEREOF, the Company has caused this Note to be signed electronically, manually or by facsimile by its duly authorized officers.


 


	Date:	SPECTRUM BRANDS, INC.	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


 




    	 	A-2	 



     


    

 


(Form
of Trustee’s Certificate of Authentication)


This is
one of the 3.875% Senior Notes due 2031 described in the Indenture referred to in this Note.


 


	 	US BANK NATIONAL ASSOCIATION

    as Trustee	 
	 	 	 
	 	By:	 	 
	 	 	Authorized Signatory	 
	 	 	 	 


 


 






    	 	A-3	 



     


    

 


[REVERSE
SIDE OF NOTE]


SPECTRUM
BRANDS, INC.


3.875% Senior Note Due 2031


1.       Principal
and Interest.


The Company
promises to pay the principal of this Note on March 15, 2031.


The Company
promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this
Note, at the rate of 3.875% per annum.


Interest
will be payable semiannually (to the holders of record of the Notes at the close of business on the March 1 or September 1 immediately
preceding the Interest Payment Date) on each Interest Payment Date, commencing [September 15, 2021].[5]


Interest
on this Note will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing default
in the payment of interest and if this Note is authenticated between a Regular Record Date and the next Interest Payment Date,
from such Interest Payment Date) or, if no interest has been paid, from [the Issue Date].[6]
Interest will be computed on the basis of a 360-day year of twelve 30-day months.


If any Interest
Payment Date, the maturity date for this Note or earlier date of redemption or repurchase for this Note falls on a day that is
not a Business Day, the required payment will be made on the next Business Day as if it were made on the date the payment was
due and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date, maturity date
or date of redemption or repurchase, as the case may be.


The Company
will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1.0%
in excess of 3.875%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid
to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for
the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company
will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount
of interest to be paid.


2.       Indentures;
Note Guarantee.


This is
one of the Notes issued under an Indenture dated as of March 3, 2021 (as amended from time to time, the “Indenture”),
among the Company, the Guarantors party thereto and US Bank National Association, as Trustee. Capitalized terms used herein are
used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act. The 



_____________________








	 	1	Include only for Initial Notes.


	 	2	For Additional Notes, should
        be the date of their original issue.




 



    	 	A-4	 



     


    

 


Notes are subject to all such
terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent
permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture,
the terms of the Indenture will control.


The Indenture
limits the original aggregate principal amount of the Notes to $500,000,000, but Additional Notes may be issued pursuant to the
Indenture. The originally issued Notes and all such Additional Notes vote together for all purposes as a single class. This Note
is guaranteed, as set forth in the Indenture.


3.       Redemption
and Repurchase; Discharge Prior to Redemption or Maturity.


This Note
is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. There
is no sinking fund or mandatory redemption applicable to this Note.


If the Company
deposits with the Trustee money or Government Securities sufficient to pay the then outstanding principal of, premium, if any,
and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture
and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.


4.       Registered
Form; Denominations; Transfer; Exchange.


The Notes
are in registered form without coupons in denominations of $2,000 principal amount and any multiple of $1,000 in excess thereof;
provided that Notes may be issued in denominations of less than $2,000 solely to accommodate book-entry positions that
have been created by a DTC participant in denominations of less than $2,000. A Holder may register the transfer or exchange of
Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods
during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a
Note.


5.       Defaults
and Remedies.


If an Event
of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount
of the then outstanding Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect
to the Company occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture
or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding
may direct the Trustee in its exercise of remedies.



    	 	A-5	 



     


    




6.       Amendment
and Waiver.


Subject
to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of
a majority in principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee
may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency if such
amendment or supplement does not adversely affect the interests of the Holders in any material respect.


7.       Authentication.


This Note
is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.


8.       Governing
Law.


This Note
shall be governed by, and construed in accordance with, the laws of the State of New York.


9.       Abbreviations.


Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/
(= Uniform Gifts to Minors Act).


The Company
will furnish a copy of the Indenture to any Holder upon written request and without charge.



    	 	A-6	 



     


    

 


[FORM
OF TRANSFER NOTICE]


FOR VALUE
RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto


Insert Taxpayer
Identification No.





	 
	 
	 
	 
	Please print or typewrite name and address
    including zip code of assignee
	 
	 
	the within Note and all rights thereunder,
    hereby irrevocably constituting and appointing
	 
	 
	attorney
        to transfer said Note on the books of the Company with full power of substitution in the premises.



 












    	 	A-7	 



     


    

 


[THE FOLLOWING
PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]


 


In connection
with any transfer of this Note occurring prior to ____________________, the undersigned confirms that such transfer is made without
utilizing any general solicitation or general advertising and further as follows:


Check
One


	☐      (1)
    This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities
    Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
	 
	☐      (2)
This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act
of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being
furnished herewith.
	 
	or
	 
	☐      (3)
This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with
the conditions of transfer set forth in this Note and the Indenture.


 


If none
of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have
been satisfied.


Date: _________________






		  
	 		 
	 	 	Seller
	 	 	


 





	 	By:	 


 


NOTICE: The signature
to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular,
without alteration or any change whatsoever.


 









    	 	A-8	 



     


    




 


	Signature Guarantee:1	 	 
	 	 

        By:
	 
	 	 	To be executed by an executive
officer


 


 


 


 



_________________________








1 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.




 




    	 	A-9	 



     


    

 


OPTION
OF HOLDER TO ELECT PURCHASE


If you wish
to have all of this Note purchased by the Company pursuant to Section 4.11 or Section 4.12 of the Indenture, check
the box: ☐


If you wish
to have a portion of this Note purchased by the Company pursuant to Section 4.11 or Section 4.12 of the Indenture, state the amount
(in original principal amount) below:


$ ________________


Date: ____________


Your Signature:_____________________________________


(Sign exactly as your name
appears on the other side of this Note)


Signature Guarantee:1
________________________________





 


 


_________________________








1
Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.



 






    	 	A-10	 



     


    

 


SCHEDULE
OF EXCHANGES OF NOTES1


The following exchanges of
a part of this Global Note for Certificated Notes or a part of another Global Note have been made:


	Date
        of Exchange
	 	Amount
        of decrease in principal amount of this Global Note
	 	Amount
        of increase in principal amount of this Global Note
	 	Principal
        amount of this Global Note following such decrease (or increase)
	 	Signature
        of authorized officer of Trustee

	 	 	 	 	 	 	 	 	 


 


 


 


 



_________________________





1
For Global Notes


 






    	 	A-11	 



     


    

 





EXHIBIT
B


 


SUPPLEMENTAL
INDENTURE


dated
as of ___________, _____


among


SPECTRUM
BRANDS, INC.,


The Guarantor(s)
Party Hereto


and


US BANK NATIONAL
ASSOCIATION,

as Trustee


_____________


3.875%
Senior Notes Due 2031


 






    	 	 	 



     


    

 


THIS SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), entered into as of _____________, ____ among Spectrum Brands, Inc.,
a Delaware corporation (the “Company”) [insert each Guarantor executing this Supplemental Indenture and its
jurisdiction of incorporation] (each an “Undersigned”) and US Bank National Association, as trustee (the “Trustee”).


RECITALS


WHEREAS,
the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of March 3, 2021 (the “Indenture”),
relating to the Company’s 3.875% Senior Notes due 2031 (the “Notes”);


WHEREAS,
as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant
to the Indenture to cause any existing or newly acquired or created Domestic Subsidiaries to provide Guarantees.


AGREEMENT


NOW, THEREFORE,
in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this
Supplemental Indenture hereby agree as follows:


Section
1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.


Section
2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound
by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.


Section
3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.


Section
4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.


Section
5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture
will henceforth be read together.



    	 	B-1	 



     


    




IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


 



		SPECTRUM BRANDS, INC., as Issuer	 
	 		 	 
	 	By:		 
	 	 	Name:	 
	 	 	Title:	 


 


 










		[GUARANTOR]	 
	 		 	 
	 	By:		 
	 	 	Name:	 
	 	 	Title:	 


 



 










		US BANK NATIONAL ASSOCIATION,

                        as Trustee
	 
	 		 	 
	 	By:		 
	 	 	Name:	 
	 	 	Title:	 


 


 



    	 	B-2	 



     


    

 





EXHIBIT
C


RESTRICTED
LEGEND


THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE ACQUIRER


(1)       REPRESENTS
THAT


(A)       IT
AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,


(B)       IT
IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES
ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR


(C)       IT
IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND


(2)       AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST
HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND
ONLY


(A)       TO
THE COMPANY, HOLDINGS OR ANY OF ITS SUBSIDIARIES,


(B)       PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,


(C)       TO
A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,


(D)       IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,


(E)       IN
A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000 TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO
THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE



    	 	C-1	 



     


    

 


TRUSTEE) RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS NOTE, OR


(F)       PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


(3) REPRESENTS
THAT


(A)
EITHER: (X) THE ACQUIRER IS NOT A PLAN (WHICH TERM IS DEFINED AS (I) “EMPLOYEE BENEFIT PLANS” (AS DEFINED IN SECTION
3(3) OF ERISA) THAT ARE SUBJECT TO TITLE I OF ERISA, (II) PLANS, INDIVIDUAL RETIREMENT ACCOUNTS AND OTHER ARRANGEMENTS THAT ARE
SUBJECT TO SECTION 4975 OF THE CODE, OR TO PROVISIONS UNDER SIMILAR LAWS AND (III) ENTITIES THE UNDERLYING ASSETS OF WHICH ARE
CONSIDERED TO INCLUDE “PLAN ASSETS” OF SUCH PLANS, ACCOUNTS AND ARRANGEMENTS) AND IT IS NOT PURCHASING THIS NOTE ON
BEHALF OF, OR WITH THE “PLAN ASSETS” OF, ANY PLAN; OR (Y) THE PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THIS
NOTE EITHER (I) ARE NOT A PROHIBITED TRANSACTION UNDER ERISA OR THE CODE AND ARE OTHERWISE PERMISSIBLE UNDER ALL APPLICABLE SIMILAR
LAWS OR (II) ARE ENTITLED TO EXEMPTIVE RELIEF FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE IN ACCORDANCE WITH
ONE OR MORE AVAILABLE STATUTORY, CLASS OR INDIVIDUAL PROHIBITED TRANSACTION EXEMPTIONS AND ARE OTHERWISE PERMISSIBLE UNDER ALL
APPLICABLE SIMILAR LAWS.


PRIOR TO THE REGISTRATION
OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY
BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E)
OR (F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE
AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION OR WARRANTY IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 



    	 	C-2	 



     


    

 





EXHIBIT
D


DTC LEGEND


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE COMPANY OR ITS AGENT FOR 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 DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
A BENEFICIAL INTEREST HEREIN.


TRANSFERS
OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE TRANSFER PROVISIONS OF THE INDENTURE.


 



    	 	D-1	 



     


    

 





EXHIBIT
E


 


Regulation
S Certificate


 


_____________,
______


 


US Bank National Association

333 Commerce Street, Suite 800

Nashville, Tennessee 37201

Attention: Corporate Trust Services


 


		Re:	Spectrum Brands, Inc.

                                         3.875% Senior Notes due 2031

                                         (the “Notes”) Issued under the Indenture (the “Indenture”)
                                         dated as

                                         of March 3, 2021 relating to the Notes



 


Ladies and Gentlemen:


Terms are
used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended
(the “Securities Act”), except as otherwise stated herein.


	 	[CHECK A OR B AS APPLICABLE.]
	 	 	 	 
	 	☐	A.	This Certificate relates to our proposed transfer of $____________ principal
    amount of Notes issued under the Indenture. We hereby certify as follows:
	 	 	 	 	 
	 	 	 	1.	The offer and sale of the Notes was not and will not be made to a person in the United States
    (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account
    held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i)
    under the circumstances described in Rule 902(h)(3)).and such offer and sale was not and will not be specifically targeted
    at an identifiable group of U.S. citizens abroad.
	 	 	 	 	 
	 	 	 	2.	Unless the circumstances described in the parenthetical in paragraph 1 above are applicable,
    either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on
    our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or
    through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows
    that the transaction was pre-arranged with a buyer in the United States.



 






    	 	E-1	 



     


    

 


	 	 	 	3.	Neither we, any of our affiliates, nor any person acting on our or their behalf has made
    any directed selling efforts in the United States with respect to the Notes.
	 	 	 	 	 
	 	 	 	4.	The proposed transfer of Notes is not part of a plan or scheme to evade the registration
    requirements of the Securities Act.
	 	 	 	 	 
	 	 	 	5.	If we are a dealer or a person receiving a selling concession, fee or other remuneration
    in respect of the Notes, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture),
    or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the
    proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.
	 	 	 	 	 
	 	☐	B.	This Certificate relates to our proposed exchange of $__________ principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us. We hereby certify as follows:
	 	 	 	 	 
	 	 	 	1.	At the time the offer and sale of the Notes was made to us, either (i) we were not in the
    United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or
    the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to
    Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of
    U.S. citizens abroad.
	 	 	 	 	 
	 	 	 	2.	Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at
    the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through
    the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.
	 	 	 	 	 
	 	 	 	3.	The proposed exchange of Notes is not part of a plan or scheme to evade the registration
    requirements of the Securities Act.


 









    	 	E-2	 



     


    

 


You and
the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof
to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.




	 	Very
truly yours,	 
	 	 	 
		[NAME OF SELLER (FOR TRANSFERS) 

       OR OWNER (FOR EXCHANGES)]	 
	 		 	 
	 	By:		 
	 	 	Name:	 
	 	 	Title:	 
	 	 	Address:	 


 


 


Date: _______________


 



    	 	E-3	 



     


    







EXHIBIT
F


 


Rule 144A
Certificate


 


US Bank National Association

333 Commerce Street, Suite 800

Nashville, Tennessee 37201

Attention: Corporate Trust Services


 


		Re:	Spectrum Brands, Inc.

                                         3.875% Senior Notes due 2031

                                         (the “Notes”) Issued under the Indenture (the “Indenture”)
                                         dated as

                                         of March 3, 2021 relating to the Notes



 


Ladies and Gentlemen:


TO BE COMPLETED
BY PURCHASER IF (1) ON THE NOTE IS CHECKED.


This Certificate
relates to:


	 	[CHECK A OR B AS
APPLICABLE.]
	 	 	 	 
	 	☐	A.	Our proposed purchase of $__________ principal amount
    of Notes issued under the Indenture.
	 	 	 	 
	 	☐	B.	Our proposed exchange of $__________ principal amount of Notes
    issued under the Indenture for an equal principal amount of Notes to be held by us.


 


We and,
if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of
issuers that are not affiliated with us (or such accounts, if applicable), as of ___________, 20__, which is a date on or
since close of our most recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified institutional
buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We
are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from
the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received
such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such
information.









    	 	F-1	 



     


    

 


You and
the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof
to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.







	 	Very
truly yours,	 
	 	 	 
		[NAME OF PURCHASER (FOR

       TRANSFERS) OR OWNER (FOR 

       EXCHANGES)]	 
	 		 	 
	 	By:		 
	 	 	Name:	 
	 	 	Title:	 
	 	 	Address:	 


 


 


Date: _______________


 



    	 	F-2	 



     


    










EXHIBIT
G


 


Institutional
Accredited Investor Certificate


 


US Bank National Association

333 Commerce Street, Suite 800

Nashville, Tennessee 37201

Attention: Corporate Trust Services


 


		Re:	Spectrum Brands, Inc.

                                         3.875% Senior Notes due 2031

                                         (the “Notes”) Issued under the Indenture (the “Indenture”)
                                         dated as

                                         of March 3, 2021 relating to the Notes



 


Ladies and Gentlemen:


This Certificate
relates to:


[CHECK
A OR B AS APPLICABLE.]


	☐	A.	Our proposed purchase of $__________ principal amount of Notes issued under
    the Indenture.
	 	 	 
	☐	B.	Our proposed exchange of $__________ principal amount of Notes issued under
    the Indenture for an equal principal amount of Notes to be held by us.
	 	 	 
	 	 	We hereby confirm that:
	 	 	 	 
	 	 	1.	We are an institutional “accredited investor” within the
    meaning of Rule 501(a)(l), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)
    (an “Institutional Accredited Investor”).
	 	 	 	 
	 	 	2.	Any acquisition of Notes by us will be for our own account or for the account of one or
    more other Institutional Accredited Investors as to which we exercise sole investment discretion.
	 	 	 	 
	 	 	3.	We have such knowledge and experience in financial and business matters that we are capable
    of evaluating the merits and risks of an investment in the Notes and we and any accounts for which we are acting are able
    to bear the economic risks of and an entire loss of our or their investment in the Notes.
	 	 	 	 
	 	 	4.	We are not acquiring the Notes with a view to any distribution thereof in a transaction
    that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction;
    provided that the disposition of our property and the property of any 



 






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	 	 	 	accounts for which we are acting as fiduciary will remain at all times
    within our and their control.
	 	 	 	 
	 	 	5.	We acknowledge that the Notes have not been registered under the Securities Act and that
    the Notes may not be offered or sold within the United States or to or for the benefit of U.S. persons except as set forth
    below.
	 	 	 	 
	 	 	6.	The principal amount of Notes to which this Certificate relates is at least equal to $250,000.


 


We agree
for the benefit of the Company, on our own behalf and on behalf of each account for which we are acting, that such Notes may be
offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws
of any State of the United States and only (a) to the Company, Holdings or any of their respective subsidiaries, (b) pursuant
to a registration statement which has become effective under the Securities Act, (c) to a qualified institutional buyer in compliance
with Rule 144A under the Securities Act, (d) in an offshore transaction in compliance with Rule 904 of Regulation S under the
Securities Act, (e) in a principal amount of not less than $250,000, to an Institutional Accredited Investor that, prior to such
transfer, delivers to the Trustee a duly completed and signed certificate (the form of which may be obtained from the Trustee)
relating to the restrictions on transfer of the Notes or (f) pursuant to an exemption from registration provided by Rule 144 under
the Securities Act or any other available exemption from the registration requirements of the Securities Act.


Prior to
the registration of any transfer in accordance with (c) or (d) above, we acknowledge that a duly completed and signed certificate
(the form of which may be obtained from the Trustee) must be delivered to the Trustee. Prior to the registration of any transfer
in accordance with (e) or (f) above, we acknowledge that the Company reserves the right to require the delivery of such legal
opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being
made in compliance with the Securities Act and applicable state securities laws. We acknowledge that no representation is made
as to the availability of any Rule 144 exemption from the registration requirements of the Securities Act.


We understand
that the Trustee will not be required to accept for registration of transfer any Notes acquired by us, except upon presentation
of evidence satisfactory to the Company and the Trustee that the foregoing restrictions on transfer have been complied with. We
further understand that the Notes acquired by us will be in the form of definitive physical certificates and that such certificates
will bear a legend reflecting the substance of the preceding paragraph. We further agree to provide to any person acquiring any
of the Notes from us a notice advising such person that resales of the Notes are restricted as stated herein and that certificates
representing the Notes will bear a legend to that effect.



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We agree
to notify you promptly in writing if any of our acknowledgments, representations or agreements herein ceases to be accurate and
complete.


We represent
to you that we have full power to make the foregoing acknowledgments, representations and agreements on our own behalf and on
behalf of any account for which we are acting.


You and
the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof
to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.







	 	Very
truly yours,	 
	 	 	 
		[NAME OF PURCHASER (FOR

       TRANSFERS) OR OWNER (FOR 

       EXCHANGES)]	 
	 		 	 
	 	By:		 
	 	 	Name:	 
	 	 	Title:	 
	 	 	Address:	 


 


 


Date: _______________


 



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Upon transfer,
the Notes would be registered in the name of the new beneficial owner as follows:


 


By: _____________________________


Date: ____________________________


Taxpayer ID number: ________________


 


 






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EXHIBIT
H


[COMPLETE
FORM I OR FORM II AS APPLICABLE.] 


[FORM
I]


Certificate
of Beneficial Ownership


	To:	US Bank National Association

                                         333 Commerce Street, Suite 800

                                         Nashville, Tennessee 37201

                                         Attention: Corporate Trust Services OR
	 	 
	 	[Name
of DTC Participant]






		Re:	Spectrum Brands, Inc.

                                         3.875% Senior Notes due 2031

                                         (the “Notes”) Issued under the Indenture (the “Indenture”)
                                         dated as

                                         of March 3, 2021 relating to the Notes



 


Ladies and Gentlemen:


We are the
beneficial owner of $________ principal amount of Notes issued under the Indenture and represented by a Temporary Offshore Global
Note (as defined in the Indenture).


We hereby
certify as follows:


	 	[CHECK A OR B AS APPLICABLE.]
	 	 	 	 
	 	☐	A.	We are a non-U.S. person (within the meaning of Regulation S under the
    Securities Act of 1933, as amended).
	 	 	 	 
	 	☐	B.	We are a U.S. person (within the meaning of Regulation S under the Securities Act of 1933,
    as amended) that purchased the Notes in a transaction that did not require registration under the Securities Act of 1933,
    as amended.


 


You and
the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof
to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.




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	 	Very
truly yours,	 
	 	 	 
		[NAME OF BENEFICIAL OWNER]	 
	 		 	 
	 	By:		 
	 	 	Name:	 
	 	 	Title:	 
	 	 	Address:	 


 


 


Date: _______________


 







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[FORM
II]


 


Certificate
of Beneficial Ownership


 


		To:	US Bank National Association

                                         333 Commerce Street, Suite 800

                                         Nashville, Tennessee 37201

                                         Attention: Corporate Trust Services



 


		Re:	Spectrum Brands, Inc.

                                         3.875% Senior Notes, due 2031 (the “Notes”)

                                         Issued under the Indenture (the “Indenture”) dated

                                         as of March 3, 2021 relating to the Notes



 


Ladies and Gentlemen:


This is
to certify that based solely on certifications we have received in writing, by tested telex or by electronic transmission from
Institutions appearing in our records as persons being entitled to a portion of the principal amount of Notes represented by a
Temporary Offshore Global Note issued under the above-referenced Indenture, that as of the date hereof, $__________ principal
amount of Notes represented by the Temporary Offshore Global Note being submitted herewith for exchange is beneficially owned
by persons that are either (i) non-U.S. persons (within the meaning of Regulation S under the Securities Act of 1933, as amended)
or (ii) U.S. persons that purchased the Notes in a transaction that did not require registration under the Securities Act of 1933,
as amended.


We further
certify that (i) we are not submitting herewith for exchange any portion of such Temporary Offshore Global Note excepted in such
certifications and (ii) as of the date hereof we have not received any notification from any Institution to the effect that the
statements made by such Institution with respect to any portion of such Temporary Offshore Global Note submitted herewith for
exchange are no longer true and cannot be relied upon as of the date hereof.


 









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You and
the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof
to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.







	 	Very
truly yours,	 
	 	 	 
		[NAME OF DTC PARTICIPANT]	 
	 		 	 
	 	By:		 
	 	 	Name:	 
	 	 	Title:	 
	 	 	Address:	 


 


 


Date: _______________



 






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EXHIBIT
I


THIS NOTE IS A TEMPORARY GLOBAL
NOTE. PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON
OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE
FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE
USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.


NO BENEFICIAL OWNERS OF THIS
TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNTIL SUCH BENEFICIAL INTEREST IS EXCHANGED
OR TRANSFERRED FOR AN INTEREST IN ANOTHER NOTE


 


 






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