Exhibit
4.1

 

INDENTURE



Dated as of February 27, 2014



Among



GRIFFON CORPORATION,



THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO



and



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee




5.25% SENIOR NOTES DUE 2022


 


 




    	 



    	



    

CROSS-REFERENCE TABLE*


 


	Trust Indenture Act Section	 	Indenture Section
	310 (a)	(1)	 	7.10
	(a)	(2)	 	7.10
	(a)	(3)	 	N.A.
	(a)	(4)	 	N.A.
	(a)	(5)	 	7.10
	(b)	 	 	7.10
	(c)	 	 	N.A.
	311 (a)	 	 	7.11
	(b)	 	 	7.11
	(c)	 	 	N.A.
	312 (a)	 	 	2.05
	(b)	 	 	12.03
	(c)	 	 	12.03
	313 (a)	 	 	7.06
	(b)	(1)	 	N.A.
	(b)	(2)	 	7.06; 7.07
	(c)	 	 	7.06; 12.02
	(d)	 	 	7.06
	314 (a)	(4)	 	12.05
	(b)	 	 	N.A.
	(c)	 	 	N.A.
	(d)	 	 	N.A.
	(e)	 	 	12.05
	(f)	 	 	N.A.
	315 (a)	 	 	N.A.
	(b)	 	 	N.A.
	(c)	 	 	N.A.
	(d)	 	 	N.A.
	(e)	 	 	N.A.
	316 (a)	 	 	N.A.
	(b)	 	 	N.A.
	(c)	 	 	N.A.
	317 (a)	 	 	N.A.
	(b)	 	 	N.A.
	318 (a)	 	 	N.A.
	(b)	 	 	N.A.
	(c)	 	 	12.01


 


N.A. means not applicable.




	*	This Cross-Reference Table is not part of the Indenture.




    	 



    	



    

TABLE OF CONTENTS


 


Page


 


ARTICLE I



DEFINITIONS AND INCORPORATION BY REFERENCE


 


	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	30
	Section 1.03	Incorporation by Reference of Trust Indenture Act	30
	Section 1.04	Rules of Construction	31
	Section 1.05	Acts of Holders	31


 


ARTICLE II


 


THE NOTES


 


	Section 2.01	Form and Dating; Terms	33
	Section 2.02	Execution and Authentication	34
	Section 2.03	Registrar and Paying Agent	34
	Section 2.04	Paying Agent To Hold Money in Trust	35
	Section 2.05	Holder Lists	35
	Section 2.06	Transfer and Exchange	35
	Section 2.07	Replacement Notes	46
	Section 2.08	Outstanding Notes	46
	Section 2.09	Treasury Notes	47
	Section 2.10	Temporary Notes	47
	Section 2.11	Cancellation	47
	Section 2.12	Defaulted Interest	47
	Section 2.13	CUSIP or ISIN Numbers	48
	Section 2.14	Additional Interest	48


 


ARTICLE III


 


REDEMPTION


 


	Section 3.01	Notices To Trustee	48
	Section 3.02	Selection of Notes To Be Redeemed or Purchased	48
	Section 3.03	Notice of Redemption	49
	Section 3.04	Effect of Notice of Redemption	50
	Section 3.05	Deposit of Redemption or Purchase Price	50
	Section 3.06	Notes Redeemed or Purchased in Part	51
	Section 3.07	Optional Redemption	51
	Section 3.08	Mandatory Redemption	51
	Section 3.09	Offers To Repurchase by Application of Excess Proceeds	52




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Page

 


ARTICLE IV


 


COVENANTS


 


	Section 4.01	Payment of Notes	53
	Section 4.02	Maintenance of Office or Agency	54
	Section 4.03	Reports and Other Information	54
	Section 4.04	Compliance Certificate	55
	Section 4.05	Taxes	55
	Section 4.06	Stay, Extension and Usury Laws	56
	Section 4.07	Limitation on Restricted Payments	56
	Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted
    Subsidiaries	61
	Section 4.09	Limitation on Incurrence of Indebtedness
    and Issuance of Disqualified Stock and Preferred Stock	63
	Section 4.10	Asset Sales	68
	Section 4.11	Transactions with Affiliates	70
	Section 4.12	Liens	72
	Section 4.13	Corporate Existence	72
	Section 4.14	Offer To Repurchase Upon Change of Control	73
	Section 4.15	Subsidiary Guarantees	75
	Section 4.16	Suspension of Covenants	75


 


ARTICLE V



SUCCESSORS


 


	Section 5.01	Merger, Consolidation or Sale of All or
    Substantially All Assets	76
	Section 5.02	Successor Corporation Substituted	78


 


ARTICLE VI



DEFAULTS AND REMEDIES


 


	Section 6.01	Events of Default	78
	Section 6.02	Acceleration	80
	Section 6.03	Other Remedies	81
	Section 6.04	Waiver of Past Defaults	81
	Section 6.05	Control by Majority	81
	Section 6.06	Limitation on Suits	82
	Section 6.07	Rights of Holders of Notes To Receive Payment	82
	Section 6.08	Collection Suit by Trustee	82
	Section 6.09	Restoration of Rights and Remedies	82
	Section 6.10	Rights and Remedies Cumulative	83
	Section 6.11	Delay or Omission Not Waiver	83
	Section 6.12	Trustee May File Proofs of Claim	83
	Section 6.13	Priorities	83
	Section 6.14	Undertaking for Costs	84




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Page

 


ARTICLE VII



TRUSTEE


 


	Section 7.01	Duties of Trustee	84
	Section 7.02	Rights of Trustee	85
	Section 7.03	Individual Rights of Trustee	86
	Section 7.04	Trustee’s Disclaimer	86
	Section 7.05	Notice of Defaults	86
	Section 7.06	Reports by Trustee to Holders of the Notes	87
	Section 7.07	Compensation and Indemnity	87
	Section 7.08	Replacement of Trustee	88
	Section 7.09	Successor Trustee by Merger, etc.	89
	Section 7.10	Eligibility; Disqualification	89
	Section 7.11	Preferential Collection of Claims Against Issuer	89


 


ARTICLE VIII



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


	Section 8.01	Option To Effect Legal Defeasance or Covenant
    Defeasance	89
	Section 8.02	Legal Defeasance and Discharge	89
	Section 8.03	Covenant Defeasance	90
	Section 8.04	Conditions to Legal or Covenant Defeasance	90
	Section 8.05	Deposited Money and Government Securities To Be Held
    in Trust; Other Miscellaneous Provisions	92
	Section 8.06	Repayment to Issuer	92
	Section 8.07	Reinstatement	93


 


ARTICLE IX



AMENDMENT, SUPPLEMENT AND WAIVER


 


	Section 9.01	Without Consent of Holders of Notes	93
	Section 9.02	With Consent of Holders of Notes	94
	Section 9.03	Compliance with Trust Indenture Act	95
	Section 9.04	Revocation and Effect of Consents	95
	Section 9.05	Notation on or Exchange of Notes	96
	Section 9.06	Trustee To Sign Amendments, etc.	96
	Section 9.07	[Reserved]	96


 


ARTICLE X



GUARANTEES


 


	Section 10.01	Guarantee	96
	Section 10.02	Limitation on Guarantor Liability	98
	Section 10.03	Execution and Delivery	98
	Section 10.04	Subrogation	99
	Section 10.05	Benefits Acknowledged	99
	Section 10.06	Release of Guarantees	99




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Page


 


ARTICLE XI



SATISFACTION AND DISCHARGE


 


	Section 11.01	Satisfaction and Discharge	100
	Section 11.02	Application of Trust Money	100


 


ARTICLE XII



MISCELLANEOUS


 


	Section 12.01	Trust Indenture Act Controls	101
	Section 12.02	Notices	101
	Section 12.03	Communication by Holders of Notes with Other Holders
    of Notes	102
	Section 12.04	Certificate and Opinion as to Conditions Precedent	102
	Section 12.05	Statements Required in Certificate or Opinion	103
	Section 12.06	Rules by Trustee and Agents	103
	Section 12.07	No Personal Liability of Directors, Officers, Employees
    and Stockholders	103
	Section 12.08	Governing Law	103
	Section 12.09	Waiver of Jury Trial	103
	Section 12.10	Force Majeure	104
	Section 12.11	No Adverse Interpretation of Other Agreements	104
	Section 12.12	Successors	104
	Section 12.13	Severability	104
	Section 12.14	Counterpart Originals	104
	Section 12.15	Table of Contents, Headings, etc.	104
	Section 12.16	U.S.A. Patriot Act.	104


 


EXHIBITS


 


	Exhibit A	Form of Note
	Exhibit B	Form of Certificate of Transfer
	Exhibit C	Form of Certificate of Exchange
	Exhibit D	Form of Supplemental Indenture To Be Delivered by Subsequent Guarantors




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INDENTURE, dated as of February 27, 2014
among Griffon Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed
on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.


 


W I T N E S S E T H


 


WHEREAS, the Issuer has duly authorized
the creation of an issue of (a) $600,000,000 aggregate principal amount of 5.25% Senior Notes due 2022 (the “Initial
Notes”) and (b) if and when issued as provided in the Registration Rights Agreement in a Registered Exchange Offer in
exchange for any Initial Notes or otherwise registered under the Securities Act and issued in the form of Exhibit A, the Issuer’s
5.25% Senior Notes due 2022 (the “Exchange Notes” and, together with the Initial Notes and any Additional Notes,
the “Notes”). The Initial Notes, the Exchange Notes and any Additional Notes shall be treated as a single class
for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase.


 


WHEREAS, the Issuer and each of the Guarantors
has duly authorized the execution and delivery of this Indenture.


 


NOW, THEREFORE, the Issuer, the Guarantors
and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.


 


ARTICLE
I



DEFINITIONS AND INCORPORATION BY REFERENCE


 


 Section 1.01 Definitions.




 


“144A Global Note” means
a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold or to be sold in reliance on Rule 144A.


 


“Acquired Indebtedness”
means, with respect to any specified Person,


 


(1) Indebtedness of any other
Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person,
including Indebtedness assumed or incurred in connection with, or in contemplation of, such other Person merging with or into
or becoming a Restricted Subsidiary of such specified Person, and


 


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


 


“Additional Interest”
means all additional interest then owing pursuant to the Registration Rights Agreement.


 


“Additional Notes” means
any additional Notes (other than Exchange Notes) issued after the Issue Date having identical terms and conditions to the Initial
Notes, except for issue date, issue price, first interest payment date and rights under a related registration rights agreement,
if any, in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including, without limitation,
Section 4.09 hereof).






    	 



    	



    

“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” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, shall mean 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. No Person (other than
the Issuer or any Subsidiary of the Issuer) in whom a Receivables Subsidiary makes an Investment in connection with a financing
of accounts receivable will be deemed to be an Affiliate of the Issuer or any of its Subsidiaries solely by reason of such Investment.


 


“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; and


 


(2) the excess, if any, of (a)
the present value at such Redemption Date of (i) the redemption price of such Note at March 1, 2017 (such redemption price
being set forth in the table appearing in Section 3.07(b) hereof), plus (ii) all required interest payments due on such Note through
March 1, 2017 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury
Rate as of such Redemption Date plus 50 basis points; over (b) the then-outstanding principal amount of such Note.


 


“Applicable Procedures”
means, with respect to any transfer, redemption, tender or exchange of or for beneficial interests in any Global Note, the rules
and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.


 


“Asset Sale” means:


 


(1) the sale, conveyance, transfer
or other disposition, whether in a single transaction or a series of related transactions, of property or assets of the Issuer
or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or


 


(2) the issuance or sale of
Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than
Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof);


 


in each case, other than:


 


(a) any disposition of Cash
Equivalents or Investment Grade Securities or obsolete, damaged or worn out equipment or assets no longer used or useful, in each
case, in the ordinary course of business or any disposition of inventory, equipment, accounts receivable or goods (or other assets)
held for sale in the ordinary course of business;


 


(b) the disposition of all or
substantially all of the properties or assets of the Issuer in a manner permitted pursuant to the provisions described under Section
5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;


 


(c) the making of any Restricted
Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;






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(d) any disposition of assets
or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with
an aggregate fair market value of less than $10.0 million;


 


(e) any disposition of property
or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary
of the Issuer to another Restricted Subsidiary of the Issuer;


 


(f) to the extent allowable
under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon);


 


(g) the lease, assignment or
sublease of any real or personal property in the ordinary course of business;


 


(h) foreclosures, condemnations
or any similar actions on assets;


 


(i) any financing transaction
with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and
Lease-Back Transactions permitted by this Indenture;


 


(j) licenses or sub-licenses
of intellectual property in the ordinary course of business;


 


(k)  the creation of any Lien
permitted under this Indenture;


 


(l)  any issuance or sale of
Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;


 


(m)  the surrender or waiver
of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of
business; and


 


(n)  a disposition of accounts
receivable and related assets by a Receivables Subsidiary in a Qualified Receivables Financing.


 


“Bankruptcy Law” means
Title 11, U.S. Code or any similar federal or state law for the relief of debtors.


 


“Business Day” means
each day which is not a Legal Holiday.


 


“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.






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“Capitalized 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 such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in
accordance with GAAP; provided that any obligations of the Issuer or its Restricted Subsidiaries either existing on the
Issue Date or created prior to any recharacterization described below (i) that were not included on the consolidated balance sheet
of the Issuer as capital lease obligations and (ii) that are subsequently recharacterized as capital lease obligations due to
a change in accounting treatment or otherwise, shall for all purposes under this Indenture (including, without limitation, the
calculation of Consolidated Net Income and EBITDA) not be treated as capital lease obligations, Capitalized Lease Obligations
or Indebtedness.


 


“Cash Equivalents” means:


 


(1) United States dollars;


 


(2) (a) euro, or any national
currency of any participating member of the EMU; or


 


(b)  in the case of any Foreign
Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;


 


(3) securities issued or directly
and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities
of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 12 months
or less from the date of acquisition;


 


(4) marketable direct EEA Government
Obligations with maturities of 12 months or less from the date of acquisition;


 


(5) certificates of deposit,
time deposits 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 commercial bank having capital and surplus
of not less than $500.0 million;


 


(6) repurchase obligations for
underlying securities of the types described in clauses (3), (4) and (5) entered into with any financial institution meeting the
qualifications specified in clause (5) above;


 


(7) commercial paper rated at
least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation
thereof;


 


(8) marketable short-term
money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively,
and in each case maturing within 24 months after the date of creation thereof;


 


(9) readily marketable direct
obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority
thereof having one of the two highest ratings obtainable from either Moody’s or S&P (or reasonably equivalent ratings
of another internationally recognized ratings agency) with maturities of 24 months or less from the date of acquisition;


 


(10)  investment funds investing
95% of their assets in securities of the types described in clauses (1) through (9) above; and






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(11) in the case of any Restricted
Subsidiaries organized or having its principal place of business outside of the United States, Investments of comparable tenor
and credit quality to those described in the foregoing clauses (3) through (10) customarily utilized in countries in which such
Restricted Subsidiary operates.


 


Notwithstanding the foregoing, “Cash
Equivalents” shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided
that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event
within ten Business Days following the receipt of such amounts.


 


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


 


(1) the sale, lease or transfer,
in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken
as a whole, to any Person;


 


(2) any Person or group (within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting
for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act), is or becomes, in a single transaction or in a related series of transactions, the beneficial owner (within the meaning
of Rule 13d-3 under the Exchange Act, or any successor provision) directly or indirectly, of 50% or more of the total voting
power of the Voting Stock of the Issuer;


 


(3) the first day on which a
majority of the members of the board of directors of the Issuer are not Continuing Directors; or


 


(4) the adoption by the stockholders
of the Issuer of a plan or proposal for the liquidation or dissolution of the Issuer.


 


For the purpose of this definition,
so long as at the time of any Minority Business Disposition or any Minority Business Offering the Minority Business Disposition
Condition is met, the Minority Business Assets shall not be deemed at any time to constitute all or substantially all of the assets
of the Issuer and its Subsidiaries, taken as a whole, and any sale, lease or transfer of all or any part of the Minority Business
Assets (whether directly or indirectly, whether by sale, lease or transfer of any such assets, or of any Equity Interest or other
interest in any Person holding such assets, or by merger or consolidation, or any combination thereof, and whether in one or more
transactions, or otherwise, including any Minority Business Offering or any Minority Business Disposition) shall not be deemed
at any time to constitute a sale, lease or transfer of all or substantially all of the assets of the Issuer and its Subsidiaries,
taken as a whole. For the avoidance of doubt, no inference shall be drawn that assets of a Non-Minority Business are deemed to
constitute “all or substantially all” of the assets of the Issuer and its Restricted Subsidiaries nor shall any inference
be drawn that assets of a Minority Business are deemed to constitute “all or substantially all” of the assets of the
Issuer and its Restricted Subsidiaries.


 


“Clearstream” means Clearstream
Banking, Société Anonyme, and any successor thereto.


 


“Consolidated Depreciation and
Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization
expense, including the amortization of goodwill and other intangibles, deferred financing fees of such Person and its Restricted
Subsidiaries, for such period on a consolidated basis and otherwise determined in accordance with GAAP.






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“Consolidated Interest Expense”
means, with respect to any Person for any period, without duplication, the sum of:


 


(1) consolidated interest expense
of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in
computing Consolidated Net Income, including (a) amortization of original issue discount resulting from the issuance of Indebtedness
at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers
acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement
in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component
of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to
Indebtedness, and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses
and (y) any expensing of bridge, commitment and other financing fees; plus


 


(2) consolidated capitalized
interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued.


 


For purposes of this definition, interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the
rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.


 


“Consolidated Net Income”
means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that,
without duplication,


 


(1) any after-tax effect of
extraordinary gains or losses (less all fees and expenses relating thereto) shall be excluded,


 


(2) the cumulative effect of
a change in accounting principles during such period shall be excluded,


 


(3) any after-tax effect of
income (loss) attributable to discontinued operations shall be excluded,


 


(4) any after-tax effect
of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary
course of business, as determined in good faith by the Issuer, shall be excluded,


 


(5) the Net Income (but not
loss) for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the
equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased
by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into
cash) to the referent Person, or a Restricted Subsidiary thereof in respect of such period by such Person and shall be decreased
by the amount of any actual net losses that have been funded with cash from the Issuer or a Restricted Subsidiary during such
period,


 


(6) solely for the purpose of
determining the amount available for Restricted Payments under clause 3(a) of Section 4.07(a), the Net Income (but not loss) for
such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends
or similar distributions by that Restricted Subsidiary of its Net Income is not at the






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date of determination permitted,
directly or indirectly, by the 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 stockholders, unless such restriction with respect
to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of
the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to
the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not
already included therein,


 


(7) effects of adjustments (including
the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the property and equipment, software
and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant
to GAAP resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or
write-off of any amounts thereof, net of taxes, shall be excluded,


 


(8) any impairment charge or
asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,


 


(9)  any non-cash gains and
losses due solely to fluctuations in currency values in accordance with GAAP shall be excluded,


 


(10)  any fees, charges, costs
and expenses incurred in connection with the Transaction shall be excluded,


 


(11)  (a) the amount of any
write-off of deferred financing costs or of indebtedness issuance costs and the amount of charges related to any premium paid
in connection with repurchasing or refinancing indebtedness shall be excluded and (b) all nonrecurring expenses and charges relating
to such repurchase or refinancing of indebtedness or relating to any incurrence of indebtedness, in each case, whether or not
such transaction is consummated, shall be excluded,


 


(12)  (a) restructuring charges
incurred in connection with the closing and restructuring of idle facilities and non-recurring restructuring charges incurred
in connection with consolidation of facilities of Clopay Building Products Company, Clopay Plastics Products Company, Inc. and
Telephonics Corporation and (b) restructuring charges incurred in connection with the closing and restructuring of certain manufacturing
facilities and non-recurring restructuring charges incurred in connection with certain of facilities of Ames True Temper, Inc.
shall be excluded,


 


(13)  any severance or similar
one-time compensation charges shall be excluded,


 


(14)  fees, expenses and charges
relating to any offering of Equity Interests or Indebtedness of the Issuer or its Restricted Subsidiaries or any acquisition permitted
by this Indenture shall be excluded, and


 


(15)  any non-cash compensation
charge or expense, including such charge or expense arising from grants of stock options or restricted stock or other equity incentive
programs for the benefit of officers, directors and employees of the Issuer or any Restricted Subsidiary of the Issuer shall be
excluded.


 


Notwithstanding the foregoing, for the purpose
of Section 4.07 hereof only (other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net
Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Re-






    	-7-



    	



    

stricted Subsidiaries, any repurchases and
redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which
constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted
Subsidiary or any interest payment, distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent
such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof.


 


“Contingent Obligations”
means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that
do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,


 


(1) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,


 


(2) to advance or supply funds


 


(a) for the purchase or payment
of any such primary obligation, or


 


(b) to maintain working capital
or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or


 


(3) to purchase property, securities
or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation against loss in respect thereof.


 


“Continuing Directors”
means, as of any date of determination, any member of the board of directors of the Issuer who (1) was a member of such board
of directors on the date of this Indenture; or (2) was nominated for election or elected to such board of directors with the approval
of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.


 


“Convertible Subordinated Notes”
means the $100,000,000 aggregate principal amount of 4.0% Convertible Subordinated Notes due 2017 issued by the Issuer pursuant
to an indenture dated December 21, 2009 between the Issuer and American Stock Transfer & Trust Company, LLC, as trustee.


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office
at the date hereof is located at 150 East 42nd Street, 40th Floor, New York, NY 10017, Attention: Corporate
Trust Services - Administrator for Griffon Corporation, or such other address as the Trustee may designate from time to time by
notice to the Holders and the Issuer, or the principal corporate trust office of any successor Trustee (or such address as such
successor Trustee may designate from time to time by notice to the Holders and the Issuer).


 


“Credit Facilities” means,
with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facility,
or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving
credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions,
renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace,
refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement,
refunding






    	-8-



    	



    

or refinancing facility or indenture that
increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in
borrowings to the extent in excess of the amount permitted under Section 4.09(b)(1) hereof is otherwise permitted to be incurred
under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the
same or any other agent, lender or group of lenders.


 


“Custodian” means the
Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.


 


“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.


 


“Definitive Note” means
a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially
in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the
“Schedule of Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary” means, with
respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such
pursuant to the applicable provisions of this Indenture.


 


“Designated Non-cash Consideration”
means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an
Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth
the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of cash and Cash Equivalents
received in connection with a subsequent sale of or collection of such Designated Non-cash Consideration.


 


“Disqualified Stock”
means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into
which it is convertible or for which it is putable or exchangeable, except to the extent such capital stock is exchanged into
Indebtedness at the option of the Issuer thereof and only subject to the terms of any debt instrument to which such Person is
a party), or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change
of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof
(other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days
after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however,
that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its 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 Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.


 


“Domestic Restricted Subsidiary”
means a Restricted Subsidiary incorporated or otherwise organized or existing under the laws of the United States, any state thereof
or the District of Columbia.






    	-9-



    	



    

“EBITDA” means, with
respect to any Person for any period, the Consolidated Net Income of such Person for such period


 


(1) increased (without duplication)
by:


 


(a) provision for taxes based
on income or profits or capital gains, including, without limitation, state, franchise and similar taxes and foreign withholding
taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus


 


(b) Fixed Charges of such Person
for such period to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus


 


(c) Consolidated Depreciation
and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing
Consolidated Net Income; plus


 


(d) any expenses or charges
(other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition,
recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof)
(whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit
Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing
Consolidated Net Income; plus


 


(e) the amount of any restructuring
charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time
costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities;
plus


 


(f) any other non-cash charges,
including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash
charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in
such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was
paid in a prior period); plus


 


(g) any costs or expense incurred
by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or
employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses
are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest
of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation
set forth in clause (3) of Section 4.07(a) hereof and have not been relied on for purposes of any incurrence of Indebtedness pursuant
to clause (12)(a) of Section 4.09(b); plus


 


(h) any non-cash compensation
expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights;






    	-10-



    	



    

(2) decreased by (without duplication)
non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent
they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and


 


(3) increased or decreased by
(without duplication):


 


(a) any net gain or loss resulting
in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus
or minus, as applicable,


 


(b) any net gain or loss resulting
in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net
loss or gain resulting from Hedging Obligations for currency exchange risk), plus or minus, as applicable,


 


(c) any net after-tax income
(loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative


 


all as determined on a consolidated basis for such Person and
its Restricted Subsidiaries in accordance with GAAP.


 


“EEA Government Obligation”
means any direct non-callable obligation of any European Union member for the payment of which obligation the full faith and credit
of the respective nation is pledged; provided that such nation has a credit rating at least equal to that of the highest
rated member nation of the European Economic Area.


 


“EMU” means the economic
and monetary union as contemplated in the Treaty on European Union.


 


“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
any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding
Disqualified Stock), other than:


 


(1) public offerings with respect
to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8; and


 


(2) issuances to any Subsidiary
of the Issuer.


 


“euro” means the single
currency of participating member states of the EMU.


 


“Euroclear” means Euroclear
S.A./N.V., as operator of the Euroclear system, and any successor thereto.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Exchange Notes” has the
meaning set forth in the preamble to this Indenture.



    	-11-



    	



    

“fair market value”
means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer
in good faith; provided that if the fair market value is equal to or exceeds $25.0 million, such determination shall
be made in good faith by the board of directors of the Issuer.


 


“Fixed Charge Coverage Ratio”
means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such
Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires
or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility or other incurrence of Indebtedness
for working capital purposes pursuant to working capital facilities unless, in each case, such Indebtedness has been permanently
repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of
the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which
the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption,
retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the
same had occurred at the beginning of the applicable period.


 


For purposes of making the computation referred
to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance
with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the reference period or subsequent to
such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated
on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and discontinued
operations (and the change in any associated Fixed Charges and the change in EBITDA resulting therefrom) had occurred on the first
day of the reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary
or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made
any Investment, acquisition, disposition, merger, consolidation or discontinued operation that would have required adjustment pursuant
to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period
as if such Investment, acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning
of the applicable period.


 


For purposes of this definition, whenever
pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible
financial or accounting officer of the Issuer and shall comply with Regulation S-X, except that the pro forma calculations may
also include reasonably identifiable and factually supportable operating expense reductions for which the steps necessary for realization
have been taken or are reasonably expected to be completed within 12 months of the transaction and are set forth in an Officer’s
Certificate. For the avoidance of doubt, the actual adjustments described in Adjusted EBITDA in the Offering Memorandum shall be
deemed to comply with the standards set forth in the immediately preceding sentence. If any Indebtedness bears a floating rate
of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account
any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue
at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest
implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above,
interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon
the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this
definition. Interest on Indebtedness that may optionally be



    	-12-



    	



    

determined at an interest rate based upon a factor of a prime
or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually
chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.


 


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


 


(1) Consolidated Interest Expense
of such Person for such period;


 


(2) all cash dividends or other
distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person during such period;
and


 


(3) all cash dividends or other
distributions paid or accrued (excluding items eliminated in consolidation) on any series of Disqualified Stock of such Person
during such period.


 


“Foreign Subsidiary” means,
with respect to any Person, any Restricted Subsidiary other than a Domestic Restricted Subsidiary.


 


“GAAP” means generally
accepted accounting principles in the United States which are in effect on the Issue Date.


 


“Global Note Legend” means
the legend set forth in Section 2.06(f)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.


 


“Global Notes” means,
individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form
of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b) or 2.06(d) hereof.


 


“Government Securities”
means securities that are:


 


(1) direct obligations of the
United States of America for the timely payment of which its full faith and credit is pledged; or


 


(2) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America.


 


“guarantee” means a guarantee
(other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in
any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness
or other obligations.


 


“Guarantee” means the
guarantee by any Guarantor of the Issuer’s Obligations under this Indenture.


 


“Guarantor” means each
Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture.



    	-13-



    	



    

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


 


(1)  any interest rate protection
agreements including, without limitation, interest rate swap agreements, interest rate cap agreements and interest rate collar
agreements;


 


(2)  any foreign exchange contracts,
currency swap agreements or other agreements or arrangements designed to protect such Person against fluctuations in interest rates
or foreign exchange rates;


 


(3)  any commodity futures contract,
commodity option or other similar arrangement or agreement designed to protect such Person against fluctuations in the prices of
commodities; and


 


(4)  indemnity agreements and
arrangements entered into in connection with the agreements and arrangements described in clauses (1), (2) and (3).


 


“Holder” means the Person
in whose name a Note is registered on the Registrar’s books.


 


“Indebtedness” means,
with respect to any Person, without duplication:


 


(1) any indebtedness (including
principal and premium) of such Person, whether or not contingent:


 


(a) in respect of borrowed money;


 


(b) evidenced by bonds, notes,
debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements
in respect thereof);


 


(c) representing the balance
deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance
that constitutes an accrued expense or trade payable or similar obligation to a trade creditor accrued in the ordinary course of
business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance
with GAAP; or


 


(d) representing any Hedging
Obligations;


 


if and to the extent that any of the foregoing Indebtedness
(other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes
thereto) of such Person prepared in accordance with GAAP;


 


(2) to the extent not otherwise
included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of
the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such
obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and


 


(3) to the extent not otherwise
included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such
first Person, whether or not such



    	-14-



    	



    

Indebtedness is assumed by such first Person; provided
that if such Indebtedness has not been so assumed the amount of such Indebtedness shall be the lesser of (A) the fair market value
of such asset at the date of determination and (B) the amount of the Indebtedness so secured;


 


provided, however, that notwithstanding the foregoing,
Indebtedness shall be deemed not to include Contingent Obligations incurred in the ordinary course of business and obligations
under or in respect of Qualified Receivables Financings.


 


“Indenture” means this
Indenture, as amended or supplemented from time to time in accordance with Article 9 hereof.


 


“Independent Financial Advisor”
means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith
judgment of the Issuer, qualified to perform the task for which it has been engaged.


 


“Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a Participant.


 


“Initial Notes” has the
meaning set forth in the preamble to this Indenture.


 


“Initial Purchasers” means
Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Goldman, Sachs & Co., HSBC Securities (USA) Inc., RBS Securities
Inc., Wells Fargo Securities, LLC, Jefferies LLC and Lazard Capital Markets LLC.


 


“interest” means, with
respect to the Notes, interest and Additional Interest, if any, on the Notes (regardless of whether so stated).


 


“Interest Payment Date”
means March 1 and September 1 of each year to stated maturity.


 


“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or equivalent) by Moody’s and BBB- (or equivalent) by S&P or an equivalent
rating by any Successor Rating Agency.


 


“Investments” means, with
respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees),
advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar
advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required
by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments
included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the
definition of “Unrestricted Subsidiary” and Section 4.07 hereof:


 


(1) “Investments”
shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of
the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue
to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:


 


(a) the Issuer’s “Investment”
in such Subsidiary at the time of such redesignation; less



    	-15-



    	



    

(b) the portion (proportionate
to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the
time of such redesignation; and


 


(2) any property transferred
to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.


 


“Issue Date” means February
27, 2014.


 


“Issuer” has the meaning
set forth in the preamble to this Indenture, until a successor replaces it and, thereafter, means the successor, in accordance
with Section 5.01. 


 


“Issuer Order” means a
written request or order signed on behalf of the Issuer by an Officer of the Issuer, and delivered to the Trustee.


 


“Legal Holiday” means
a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.


 


“Lien” means, with respect
to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority
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; provided that in no event shall an operating lease be deemed to constitute
a Lien.


 


“Minority Business” means
any business unit of the Issuer that both (i) represents less than 50.0% of the Segment Adjusted EBITDA of the Issuer and its Restricted
Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available and (ii) has
been designated as “Minority Business” pursuant to an Officer’s Certificate of the Issuer delivered to the Trustee.


 


“Minority Business Assets”
means the properties and assets of the Issuer and its Subsidiaries, including Equity Interests of Subsidiaries, that relate to
or form part of a Minority Business.


 


“Minority Business Disposition”
means (i) any sale or other disposition of Equity Interests of any Minority Business Subsidiary (whether by issuance or sale of
Equity Interests, merger, or otherwise) to one or more Persons (other than the Issuer or a Restricted Subsidiary) in any transaction
or series of related transactions following the consummation of which such Minority Business Subsidiary is no longer a Restricted
Subsidiary of the Issuer (excluding any Minority Business Offering) or (ii) any sale or other disposition of any properties or
assets of any Minority Business Subsidiary, including all or substantially all of the properties or assets of any Minority Business
Subsidiary, to one or more Persons (other than the Issuer or a Restricted Subsidiary) in any transaction or series of related transactions.


 


“Minority Business Disposition Condition”
means at any date of determination after giving effect to the Minority Business Disposition or Minority Business Offering, either
(1) the Issuer could incur at least $1.00 of Indebtedness under Section 4.09(a) hereof or (2) the Fixed Charge Coverage Ratio of
the Issuer would equal or exceed the Fixed Charge Coverage Ratio of the Issuer immediately prior to giving effect thereto.



    	-16-



    	



    

“Minority Business Offering”
means a public offering of Equity Interests of any Minority Business Subsidiary pursuant to a registration statement filed with
the SEC.


 


“Minority Business Subsidiary”
means any of the Issuer’s Subsidiaries and successors in interest thereto to the extent any of such Subsidiaries form part
of the relevant Minority Business.


 


“Moody’s” means
Moody’s Investors Service, Inc. and any successor to its rating agency business.


 


”Net Book Value” means,
with respect to any Domestic Restricted Subsidiary, the net book value of the total assets of such Restricted Subsidiary determined
in accordance with GAAP but excluding book value attributable to (i) an Investment in another Domestic Restricted Subsidiary (A)
that is a Guarantor or (B) to the extent the assets of such other Domestic Restricted Subsidiary are otherwise included in the
determination of aggregate Net Book Value pursuant to Section 4.15 hereof, (ii) an investment in a Foreign Subsidiary, (iii) deferred
taxes, (iv) deferred financing costs, (v) intercompany indebtedness and (vi) assets that are no longer used or useful in the business
of such Domestic Restricted Subsidiary (as determined by the Issuer in good faith).


 


“Net Income” means, with
respect to any Person, the net income (loss) of such Person, determined on a consolidated basis in accordance with GAAP and before
any reduction in respect of Preferred Stock dividends.


 


”Net Proceeds” means the
aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, net of (1) the
direct costs relating to such Asset Sale, including legal, accounting and investment banking fees, and brokerage and sales commissions,
any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result thereof (after taking into account
any available tax credits or deductions and any tax sharing arrangements), (3) amounts required to be applied to the repayment
of principal, premium, if any, and interest on Secured Indebtedness required (other than required by clause (1) of Section 4.10(b)
hereof) to be paid as a result of such transaction, (4) in the case of any Asset Sale by a Restricted Subsidiary that is not a
Guarantor, payments to holders of Equity Interests in such Restricted Subsidiary (other than Equity Interests held by the Issuer
or any of its Restricted Subsidiaries) to the extent that such payment is required to permit the distribution of proceeds in respect
of the disposed Equity Interests in such Restricted Subsidiary held by the Issuer or any of its Restricted Subsidiaries and (5)
any deduction of appropriate amounts to be provided by the Issuer or any of the Restricted Subsidiaries as a reserve in accordance
with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of
the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit
liabilities and liabilities related to environmental matters or against any indemnification obligations (fixed or contingent) associated
with such transaction.


 


“Non-Minority Business”
means any business unit of the Issuer that represents 50.0% or more of the Segment Adjusted EBITDA of the Issuer and its Restricted
Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available immediately
prior to the date of determination thereof.


 


“Non-U.S. Person” means
a Person who is not a U.S. Person.


 


“Notes” has the meaning
set forth in the preamble to this Indenture.


 


“Obligations” means any
principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar
proceeding at the rate provided for in the



    	-17-



    	



    

documentation with respect thereto, whether or not such interest
is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including
reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and
guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities,
payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Notes shall
not include fees or indemnification obligations in favor of the Trustee and other third parties other than the Holders.


 


“Offering Memorandum”
means the offering memorandum, dated February 12, 2014, relating to the sale of the Notes.


 


“Officer” means the Chairman
of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice
President or Vice President, the Treasurer, any Assistant Treasurer, the Controller or the Secretary of the Issuer.


 


“Officer’s Certificate”
means a certificate signed on behalf of the Issuer by an Officer of the Issuer that meets the requirements set forth in this Indenture
and is delivered to the Trustee.


 


“Opinion of Counsel” means
a written opinion from legal counsel which is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel
to the Issuer.


 


“Pari Passu Indebtedness”
means, with respect to the Issuer or any Guarantor, Indebtedness of the Issuer or such Guarantor unless, with respect to any item
of Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding or any other agreement
governing the terms of such Indebtedness expressly provides that such Indebtedness shall be subordinated in right of payment to
any other item of Indebtedness of the Issuer or such Guarantor. Notwithstanding the foregoing, “Pari Passu Indebtedness”
shall not include:


 


 (i) Indebtedness of the Issuer owed to any Restricted
Subsidiary of the Issuer or Indebtedness of any such Restricted Subsidiary owed to the Issuer or any other Restricted Subsidiary
of such Restricted Subsidiary;


 


 (ii) Indebtedness incurred in violation of this
Indenture.


 


“Participant” means, with
respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream,
respectively (and, with respect to DTC, shall include Euroclear and Clearstream).


 


“Permitted Asset Swap”
means the concurrent purchase and sale or exchange of Replacement Assets or a combination of Replacement Assets and cash or Cash
Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash
Equivalents received must be applied in accordance with Section 4.10 hereof.


 


“Permitted Investments”
means:


 


(1) any Investment in the Issuer
or any of its Restricted Subsidiaries;


 


(2) any Investment in cash and
Cash Equivalents;


 


(3) any Investment by the Issuer
or any of its Restricted Subsidiaries in a Person if as a result of such Investment:



    	-18-



    	



    

(a) such Person becomes a Restricted
Subsidiary; or


 


(b) such Person, in one transaction
or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets
to, or is liquidated into, the Issuer or a Restricted Subsidiary,


 


and, in each case, any Investment held by such Person;
provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation
or transfer;


 


(4) any Investment in securities
or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions
of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;


 


(5) any Investment existing on
the Issue Date and any extension, modification or renewal of any Investments existing on the Issue Date, but only to the extent
not involving additional advances, contributions or other Investments of cash or other assets or other decreases thereof (other
than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities,
in each case, pursuant to the terms of such Investment as in effect on the Issue Date);


 


(6) any Investment acquired by
the Issuer or any of its Restricted Subsidiaries in compromise of, or in respect of, obligations of, claims against or dispute
with, any Person (other than the Issuer or any Restricted Subsidiary or Affiliate), including, but not limited to:


 


(a) in exchange for any other
Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy,
workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or


 


(b) as a result of a foreclosure
by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect
to any secured Investment in default;


 


(7) Hedging Obligations permitted
under clause (10) of Section 4.09(b) hereof;


 


(8) Investments made with the
net cash proceeds of, or the payment for which consists of, Equity Interests (exclusive of Disqualified Stock) of the Issuer, or
any of its direct or indirect parent companies; provided, however, in each case, that such cash proceeds or such
Equity Interests, as the case may be, will not increase the amount available for Restricted Payments under clause (3) of Section
4.07(a) hereof;


 


(9) guarantees of Indebtedness
permitted under Section 4.09 hereof;


 


(10) any transaction to the extent
it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions
described in clauses (2) and (4) of Section 4.11(b) hereof);


 


(11) any Investment by the Issuer
or any Restricted Subsidiary in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection
with a Qualified Receivables Financing; provided, however that any Investment in a Receivables Sub-



    	-19-



    	



    

sidiary is in the form of a purchase money note, contribution
of additional receivables or an Equity Interest;


 


(12) additional Investments having
an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time
outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist
of cash or marketable securities), not to exceed the greater of (i) $100.0 million (with the fair market value of each Investment
being measured at the time made and without giving effect to subsequent changes in value) and (ii) 5.0% of Total Assets;


 


(13) loans and advances to, or
guarantees of Indebtedness of, officers, directors and employees in an amount not to exceed $5.0 million at any time outstanding;


 


(14) loans and advances to officers,
directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred
in the ordinary course of business consistent with past practice;


 


(15)  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 Issuer or the Restricted Subsidiaries and endorsements for collection or deposit arising
in the ordinary course of business;


 


(16)  lease, utility and other
similar deposits in the ordinary course of business;


 


(17)  Investments consisting
of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each
case in the ordinary course of business;


 


(18)  Investments consisting
of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases
of intellectual property, in each case in the ordinary course of business; and


 


(19)  Investments in Unrestricted
Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (19)
on or after the Issue Date, that are at that time outstanding, not to exceed $50.0 million (with the fair market value of each
Investment being measured at the time made and without giving effect to subsequent changes in value).


 


“Permitted Liens” means,
with respect to any Person:


 


(1) pledges or deposits by such
Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection
with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits
to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal
bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent,
in each case incurred in the ordinary course of business;


 


(2) Liens imposed by law, such
as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more
than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against



    	-20-



    	



    

such Person with respect to which such Person shall
then be proceeding with an appeal or other proceedings for review and for which adequate reserves with respect thereto are maintained
on the books of such Person in accordance with GAAP;


 


(3) Liens for taxes, assessments
or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment
or which are being contested in good faith by appropriate proceedings diligently conducted, and for which adequate reserves with
respect thereto are maintained on the books of such Person in accordance with GAAP;


 


(4) Liens to secure public or
statutory obligations, surety, stay, appeal, indemnity, bid, performance and similar bonds or with respect to other regulatory
requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of
its business;


 


(5) survey exceptions, 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 properties or Liens incidental to the conduct
of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and
which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation
of the business of such Person;


 


(6) Liens securing Indebtedness
permitted to be incurred pursuant to clause (4) or (18) of Section 4.09(b) hereof; provided that such Liens incurred
pursuant to clause (18) extend only to the assets of Foreign Subsidiaries;


 


(7) Liens existing on the Issue
Date (other than Liens in favor of secured parties under the Senior Credit Facility);


 


(8) Liens on property or shares
of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created
or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further,
however, that such Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;


 


(9) Liens on property at the
time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation
with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created
or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that
the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;


 


(10) Liens securing Indebtedness
or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in
accordance with Section 4.09 hereof;


 


(11) Liens securing Hedging Obligations;


 


(12) Liens on specific items
of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances
issued or created for the ac-



    	-21-



    	



    

count of such Person to facilitate the purchase, shipment
or storage of such inventory or other goods;


 


(13) leases, subleases, licenses
or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct
of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness;


 


(14) Liens arising from Uniform
Commercial Code financing statement filings regarding operating leases or consignments entered into by the Issuer and its Restricted
Subsidiaries in the ordinary course of business;


 


(15) Liens in favor of the Issuer
or any Guarantor;


 


(16) Liens on equipment of the
Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the Issuer’s clients;


 


(17) Liens to secure any refinancing,
refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a
whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9) and any Lien
permitted by Section 4.12(a)(2)(C); provided, however, that (a) such new Lien shall be limited to all or part of
the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such
Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or in the case of
Indebtedness described under clauses (6), (7), (8) and (9) only, if greater, committed amount of the Indebtedness described under
clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary
to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;


 


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


 


(19) other Liens securing obligations
incurred which obligations do not exceed at any one time outstanding the greater of (x) $75.0 million and (y) 3.5% of Total Assets
of the Issuer and its Restricted Subsidiaries;


 


(20) Liens securing judgments
for the payment of money not constituting an Event of Default under Section 6.01(5) hereof so long as such Liens are adequately
bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally
terminated or the period within which such proceedings may be initiated has not expired;


 


(21) 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 and exportation
of goods in the ordinary course of business;


 


(22) Liens (i) of a collection
bank arising under Section 4-210 of the Uniform Commercial Code (or any comparable or successor provision) on items in the
course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary
course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including
the right of setoff) and which are within the general parameters customary in the banking industry;



    	-22-



    	



    

(23) Liens deemed to exist in
connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not
extend to any assets other than those that are the subject of such repurchase agreement;


 


(24) Liens encumbering reasonable
customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts
incurred in the ordinary course of business and not for speculative purposes;


 


(25) Liens that are 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 Issuer or any of its Restricted Subsidiaries to permit
satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries
or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries
in the ordinary course of business;


 


(26)  Liens on accounts receivable
and related assets contemplated by a Qualified Receivables Financing;


 


(27)  Liens on property or assets
securing Indebtedness used to defease or to satisfy and discharge the Notes in their entirety; provided that the incurrence
of such Indebtedness and such defeasance or satisfaction and discharge were not prohibited by this Indenture;


 


(28)  Non-recourse Liens on the
Equity Interests of an Unrestricted Subsidiary to secure Obligations of such Unrestricted Subsidiary; and


 


(29)  Liens on Equity Interests
deemed to exist in connection with any options, put and call arrangements, rights of first refusal and similar rights relating
to Investments in Persons that are not Subsidiaries under this Indenture.


 


For purposes of this definition, the term
“Indebtedness” shall be deemed to include interest on such Indebtedness.


 


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


 


“Preferred Stock” means
any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.


 


“Private Placement Legend”
means the legend set forth in Section 2.06(f)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise
permitted by the provisions of this Indenture.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 


“Qualified Receivables Financing”
means any transaction or series of transactions entered into by the Issuer or any of its Restricted Subsidiaries pursuant to which
the Issuer or any of its Restricted Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the
case of a transfer by the Issuer or any of its Restricted Subsidiaries) and (ii) any other Person (in the case of a transfer by
a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now



    	-23-



    	



    

existing or arising in the future) of the Issuer or any of its
Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable,
all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable
and other assets which are customarily transferred or in respect of which security interests are customarily granted.


 


“Rating Agencies” mean
Moody’s and S&P; provided that if S&P, Moody’s or any Successor Rating Agency (as defined below) shall
cease to be in the business of providing rating services for debt securities generally, the Issuer shall be entitled to replace
any such Rating Agency or Successor Rating Agency, as the case may be, which has ceased to be in the business of providing rating
services for debt securities generally with a security rating agency which is in the business of providing rating services for
debt securities generally and which is nationally recognized in the United States (such rating agency, a “Successor Rating
Agency”).


 


“Receivables Subsidiary”
means a Subsidiary of the Issuer (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with
the Issuer or its Restricted Subsidiaries in which the Issuer or any Restricted Subsidiary of the Issuer makes an Investment and
to which the Issuer or any Restricted Subsidiary of the Issuer transfers accounts receivable and related assets) which engages
in no activities other than in connection with the financing of accounts receivable of the Issuer and its Restricted Subsidiaries,
all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities
incidental or related to such business, and which is designated by the board of directors of the Issuer (as provided below) as
a Receivables Subsidiary and:


 


(a)  no portion of the Indebtedness
or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Issuer or any of its Restricted Subsidiaries
(excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization
Undertakings), (ii) is recourse to or obligates the Issuer or any other Subsidiary of the Issuer in any way other than pursuant
to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Issuer or any other Subsidiary of the Issuer,
directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization
Undertakings,


 


(b)  with which neither the Issuer
nor any of its Restricted Subsidiaries has any material contract, agreement, arrangement or understanding other than on terms which
the Issuer reasonably believes to be no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained
at the time from Persons that are not Affiliates of the Issuer, and


 


(c)  to which neither the Issuer
nor any of its Restricted Subsidiaries has any obligation to maintain or preserve such entity’s financial condition or cause
such entity to achieve certain levels of operating results.


 


Any such designation by the board of directors
of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the board of directors
of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with
the foregoing conditions.


 


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



    	-24-



    	



    

“Registered Exchange Offer”
means the offer by the Issuer, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and
deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under
the Securities Act.


 


“Registration Rights Agreement”
means (a) the Registration Rights Agreement with respect to the Notes, dated as of the Issue Date, among the Issuer, the Guarantors
and Deutsche Bank Securities Inc. as representative of the Initial Purchasers and (b) other similar registration rights agreements
relating to any Additional Notes.


 


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


 


“Regulation S Global Note”
means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination
equal to the outstanding principal amount of the Notes sold or to be sold in reliance on Rule 903.


 


“Replacement Assets” means
(a) substantially all the assets of a business, (b) Capital Stock in any Person that results in the Issuer or another of the Restricted
Subsidiaries, as the case may be, owning an amount of the Capital Stock of such Person such that it constitutes a Restricted Subsidiary
or (c) any other property or assets, in the case of each of clauses (a) through (c), either (i) used or useful in a Similar Business
or any other business then conducted or proposed to be conducted by the Issuer or any of its Restricted Subsidiaries or (ii) that
replace the business, properties and/or assets that are the subject of such Asset Sale.


 


“Responsible Officer”
means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, trust officer, assistant trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and
who shall have direct responsibility for the administration of this Indenture.


 


“Restricted Definitive Note”
means a Definitive Note bearing the Private Placement Legend.


 


“Restricted Global Note”
means a Global Note bearing the Private Placement Legend.


 


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


 


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


 


“Restricted Subsidiary”
means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted
Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted
Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”


 


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


 


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



    	-25-



    	



    

“Rule 903” means Rule
903 promulgated under the Securities Act.


 


“Rule 904” means Rule
904 promulgated under the Securities Act.


 


“S&P” means Standard
& Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.


 


“Sale and Lease-Back Transaction”
means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal
property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person
in contemplation of such leasing.


 


“SEC” means the U.S. Securities
and Exchange Commission.


 


“Secured Indebtedness”
means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.


 


“Secured Leverage Ratio”
means, as of the date of determination, the ratio of (a) the Secured Indebtedness (i) minus cash and Cash Equivalents of the Issuer
and its Restricted Subsidiaries as of such date of determination (determined after giving pro forma effect to such incurrence of
Indebtedness, and each other incurrence, assumption, guarantee, redemption, retirement and extinguishment of Indebtedness as of
such date of determination) and (ii) excluding any letter of credit, except to the extent obligations in respect of drawn letters
of credit which have not been reimbursed within three business days, and Hedging Obligations, except any unpaid termination payments
thereunder, to (b) EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending
immediately prior to such date for which internal financial statements are available. For purposes of determining the “Secured
Leverage Ratio,” “EBITDA” shall be subject to the adjustments applicable to “EBITDA” as provided
for in the definition of “Fixed Charge Coverage Ratio.”


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Segment Adjusted EBITDA”
means, with respect to any Person for any period, EBITDA plus unallocated corporate expenses and overhead calculated in a manner
consistent with the Issuer’s audited financial statements.


 


“Senior Credit Facility”
means the Credit Facility under the Amended and Restated Credit Agreement, dated as of March 28, 2013, as amended, by and among
Griffon Corporation, JPMorgan Chase Bank, N.A., as administrative agent, Deutsche Bank Securities Inc., as syndication agent, Wells
Fargo Bank, National Association, HSBC Bank USA, N.A and RBS Citizens, N.A., as co-documentation agents, and the other lenders
party thereto, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and
any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures
or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund
or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding
or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided
that such increase in borrowings is permitted under Section 4.09).


 


“Shelf Registration Statement”
means a registration statement filed by the Issuer in connection with the offer and sale of Initial Notes pursuant to the Registration
Rights Agreement.



    	-26-



    	



    

    “Significant Subsidiary”
means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.


 


“Similar Business” means
any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business
that is similar, reasonably related, incidental or ancillary thereto.


 


“Standard Securitization Undertakings”
means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any Subsidiary
of the Issuer which the Issuer has determined in good faith to be customary in an accounts receivable securitization transaction.


 


“Subordinated Indebtedness”
means, with respect to the Notes or the Guarantee of a Guarantor,


 


(1) any Indebtedness of the Issuer
which is by its terms subordinated in right of payment to the Notes, and


 


(2) any Indebtedness of any Guarantor
which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes or the Guarantee of a Guarantor.


 


“Subsidiary” means, with
respect to any Person:


 


(1) any corporation, association,
or other business entity (other than a partnership, joint venture, limited liability company or similar 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 of determination owned or controlled, directly
or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated
under GAAP with such Person at such time; and


 


(2) any partnership, joint venture,
limited liability company or similar entity of which


 


(x) more than 50% of the capital
accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are
owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination
thereof whether in the form of membership, general, special or limited partnership or otherwise, and


 


(y) such Person or any Restricted
Subsidiary of such Person is a controlling general partner or otherwise controls such entity.


 


“Total Assets” means
the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated
balance sheet of the Issuer and its Restricted Subsidiaries and computed in accordance with GAAP. Total Assets shall be calculated
after giving effect to the transaction giving rise to the need to calculate Total Assets.


 


“Total Leverage Ratio”
means, as of the date of determination, the ratio of (a) the Indebtedness (i) minus cash and Cash Equivalents of the Issuer and
its Restricted Subsidiaries as of such date of



    	-27-



    	



    

determination (determined after giving pro
forma effect to such Restricted Payment including, without limitation, the incurrence of any Indebtedness to finance such Restricted
Payment, and each other incurrence, assumption, guarantee, redemption, retirement and extinguishment of Indebtedness as of such
date of determination) and (ii) excluding any letter of credit, except to the extent obligations in respect of drawn letters of
credit which have not been reimbursed within three business days, and Hedging Obligations, except any unpaid termination payments
thereunder, to (b) EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending
immediately prior to such date for which internal financial statements are available. For purposes of determining the “Total
Leverage Ratio,” “EBITDA” shall be subject to the adjustments applicable to “EBITDA” as provided
for in the definition of “Fixed Charge Coverage Ratio.”


 


“Transaction” means the
transactions contemplated by the issuance of the Notes and the amendments to the terms of the Senior Credit Facility as in effect
on the Issue Date and the other related transactions to be consummated in connection with the foregoing on or shortly following
the Issue Date.


 


“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 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 1, 2017;
provided, however, that if the period from the Redemption Date to March 1, 2017 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.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-77bbbb).


 


“Trustee” means Wells
Fargo Bank, National Association, as trustee, until a successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.


 


“Unrestricted Definitive Note”
means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.


 


“Unrestricted Global Note”
means a permanent Global Note, substantially in the form of Exhibit A attached hereto, that bears the Global Note
Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited
with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.


 


“Unrestricted Subsidiary”
means:


 


(1) any Subsidiary of the Issuer
which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and


 


(2) any Subsidiary of an Unrestricted
Subsidiary.


 


The Issuer may designate any Subsidiary
of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any
property of, the Issuer or any Subsidiary of the Issuer(other than solely any Subsidiary of the Subsidiary to be so designated);
provided that



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(1) any Unrestricted Subsidiary
must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity
Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly
or indirectly, by the Issuer;


 


(2) such designation complies with
Section 4.07 hereof; and


 


(3) each of:


 


(a) the Subsidiary to be so designated;
and


 


(b) its Subsidiaries


 


has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant
to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.


 


The Issuer may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default
shall have occurred and be continuing and the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test described in Section 4.09(a) hereof.


 


Any such designation by the Issuer shall
be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors
of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such
designation complied with the foregoing provisions.


 


“U.S. Person” means a
U.S. person as defined in Rule 902(k) promulgated under the Securities Act.


 


“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, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient
obtained by dividing:


 


(1) the sum of the products of
the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness
or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment;
by


 


(2) the sum of all such payments.


 


“Wholly-Owned Subsidiary”
of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’
qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.



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Section 1.02 Other Definitions.




 


	Term	 	 	Defined
    in
Section
	 	 	 	 
	“Additional Interest Notice”	 	2.14
	“Affiliate Transaction”	 	4.11
	“Asset Sale Offer”	 	4.10
	“Authentication Order”	 	2.02
	“Change of Control Offer”	 	4.14
	“Change of Control Payment”	 	4.14
	“Change of Control Payment Date”	 	4.14
	“Covenant Defeasance”	 	8.03
	“DTC”	 	2.03
	“Event of Default”	 	6.01
	“Excess Proceeds”	 	4.10
	“incur”	 	4.09
	“Initial Lien”	 	4.12
	“Legal Defeasance”	 	8.02
	“Note Register”	 	2.03
	“Offer Amount”	 	3.09
	“Offer Period”	 	3.09
	“Paying Agent”	 	2.03
	“Purchase Date”	 	3.09
	“Redemption Date”	 	3.07
	“Refinancing Indebtedness”	 	4.09
	“Registrar”	 	2.03
	“Restricted Payments”	 	4.07
	“Reversion Date”	 	4.16
	“Successor Company”	 	5.01
	“Successor Person”	 	5.01
	“Suspended Covenants”	 	4.16
	“Suspension Date”	 	4.16
	“Suspension Period”	 	4.16
	“Treasury Capital Stock”	 	4.07


 

Section 1.03 Incorporation by
Reference of Trust Indenture Act.




 


Whenever this Indenture expressly refers
to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.


 


The following Trust Indenture Act terms
used in this Indenture have the following meanings:


 


“indenture securities”
means the Notes;


 


“indenture security holder”
means a Holder of a Note;


 


“indenture to be qualified”
means this Indenture;


 


“indenture trustee”
or “institutional trustee” means the Trustee; and



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“obligor” on the Notes
and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees,
respectively.


 


All other terms used in this Indenture that
are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under
the Trust Indenture Act have the meanings so assigned to them.


 


Section 1.04 Rules of Construction.




 


Unless the context otherwise requires:


 


(a) a term has the meaning assigned
to it;


 


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


 


(c) “or” is not exclusive;


 


(d) words in the singular include
the plural, and in the plural include the singular;


 


(e) “will” shall be
interpreted to express a command;


 


(f) provisions apply to successive
events and transactions;


 


(g) references to sections of,
or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections
or rules adopted by the SEC from time to time;


 


(h) unless the context otherwise
requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section
or clause, as the case may be, of this Indenture;


 


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


 


(j) words used herein implying
any gender shall apply to both genders; and


 


(k) the words “including,”
“includes” and similar words shall be deemed to be followed by “without limitation.”


 


Section 1.05 Acts of Holders.




 


(a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of
execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient
for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in
the manner provided in this Section 1.05.



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(b) The fact and date of the execution by
any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate
of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity
other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the
same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner that the Trustee deems sufficient.


 


(c) The ownership of Notes shall be proved
by the Note Register.


 


(d) Any request, demand, authorization,
direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and
the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect
of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action
is made upon such Note.


 


(e) The Issuer may, in the circumstances
permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any
request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action
by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer
prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote,
prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the
date of the most recent list of Holders furnished to the Trustee prior to such solicitation.


 


(f) Without limiting the foregoing, a Holder
entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal
amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard
to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different
parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders
of each such different part.


 


(g) Without limiting the generality of the
foregoing, a Holder, including DTC, that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed
in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture
to be made, given or taken by Holders, and any Person that is the Holder of a Global Note, including DTC, may provide its proxy
or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions
and customary practices.


 


(h) The Issuer may fix a record date for
the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the
procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a
record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be
entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether
or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent,
waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.



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ARTICLE II 


 


THE NOTES


 


Section 2.01 Form and Dating; Terms.




 


(a) General. The Notes and the Trustee’s
certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends
or endorsements required by law, stock exchange rules or usage in addition to those set forth on Exhibit A. Each Note shall
be dated the date of its authentication. The Notes shall be in minimum amounts of $2,000 and integral multiples of $1,000 in excess
of $2,000. 


 


(b) Global Notes. Notes issued in
global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and
the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall
be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule
of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal
amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note”
attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced
or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby
shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.


 


Participants shall have no rights under
this Indenture or any Global Note with respect to any Global Note held on their behalf by the Depositary or by the Trustee as
custodian for the Depositary, and the Depositary shall be treated by the Issuer, the Trustee and any agent of the Issuer or the
Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the Applicable Procedures
or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest
in any Global Note.


 


(c) Terms. The aggregate principal
amount of Initial Notes that may be authenticated and delivered under this Indenture on the Issue Date is $600,000,000, and the
aggregate amount of Additional Notes that may be authenticated and delivered under this Indenture is unlimited (so long as not
otherwise prohibited by the terms of this Indenture, including Section 4.09 hereof). In addition, Exchange Notes may be authenticated
and delivered under this Indenture for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement in a
like principal amount of the Initial Notes or Additional Notes exchanged pursuant thereto or otherwise pursuant to an effective
registration statement under the Securities Act. 


 


The terms and provisions contained in the
Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. 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.



    	-33-



    	



    

The Notes shall be subject to repurchase
by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section
4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3.


 


(d) Euroclear and Clearstream Procedures
Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer
Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Note that are
held by Participants through Euroclear or Clearstream.


 


Section 2.02 Execution and Authentication.




 


One Officer shall execute the Notes on behalf
of the Issuer by manual or facsimile signature.


 


If an Officer whose signature is on a Note
no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.


 


A Note shall not be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that
the Note has been duly authenticated and delivered under this Indenture.


 


On the Issue Date, the Trustee shall, upon
receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes specified
in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication
Order authenticate and deliver (i) any Additional Notes for an aggregate principal amount specified in such Authentication Order
for such Additional Notes issued hereunder and (ii) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the
Registration Rights Agreement for a like principal amount of Initial Securities exchanged pursuant thereto or otherwise pursuant
to an effective registration statement under the Securities Act.


 


The Trustee may appoint an authenticating
agent acceptable to the Issuer to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent may
authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent shall have the same rights as the Trustee to deal with Holders, the Issuer
or an Affiliate of the Issuer.


 


Section 2.03 Registrar and Paying
Agent.




 


The Issuer shall maintain an office or agency
where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or
agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of
the Notes (the “Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars
and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying
Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder.
The Issuer shall notify the Trustee in writing of the name and address of any agent not a party to this Indenture. If the Issuer
fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of
its Subsidiaries may act as Paying Agent or Registrar.



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The Issuer initially appoints The Depository
Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.


 


The Issuer initially appoints the Trustee
to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.


 


Section 2.04 Paying Agent To Hold
Money in Trust.




 


The Issuer shall require each Paying Agent
other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee
all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it
relating to the Notes to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary)
shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any Event of Default under
Sections 6.01(6) or (7), the Trustee shall serve as Paying Agent for the Notes.


 


Section 2.05 Holder Lists.




 


The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise
comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at
least five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list
in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and
the Issuer shall otherwise comply with Trust Indenture Act Section 312(a).


 


Section 2.06 Transfer and Exchange.




 


(a) Transfer and Exchange of Global Notes.
Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another
nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global
Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable
to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and,
in either case, a successor Depositary is not appointed by the Issuer within 90 days; (ii) there shall have occurred and be continuing
an Event of Default with respect to the Notes, or (iii) the Issuer, at its option, notifies the Trustee that it elects to cause
the issuance of Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes
delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered
in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent
to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged
for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global
Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.



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(b) Transfer and Exchange of Beneficial
Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through
the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required
by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph
(i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:


 


(i)
Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with
the transfer restrictions set forth in the Private Placement Legend and any Applicable Procedures; provided, however,
that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not
be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests
in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in
an Unrestricted Global Note. Except as may be required by any Applicable Procedures, no written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).


 


(ii)
All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges
of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver
to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global
Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with
the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1)
if permitted under Section 2.06(a), a written order from a Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding
the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above;
provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the
Regulation S Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Rule 903. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in
Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust
the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.


 


(iii)
Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note
may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note
if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:


 


(A) if the transferee will take
delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof; or



    	-36-



    	



    

    (B) if the
transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.


 


(iv) Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.
A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:


 


(A) such
exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred,
in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable
letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as
may be required by such Registration Rights Agreement;


 


(B) such
transfer is effected pursuant to a shelf registration statement;


 


(C) such
transfer is effected by a broker-dealer pursuant to an exchange offer registration statement; or


 


(D) the Registrar
receives the following:


 


(1) if the
holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto,
including the certifications in item (1)(a) thereof; or


 


(2) if the
holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this subparagraph (D), if the Registrar
so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


If any such transfer is effected pursuant to subparagraph
(B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of
an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.


 


Beneficial interests in an Unrestricted Global Note
may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted
Global Note.




    	-37-



    	



    

(c) Transfer
or Exchange of Beneficial Interests for Definitive Notes.


 


(i) Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events
in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:


 


(A) if the
holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications
in item (2)(a) thereof;


 


(B) if such
beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit
B hereto, including the certifications in item (1) thereof;


 


(C) if such
beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904,
a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;


 


(D) if such
beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in
accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in
item (3)(a) thereof;


 


(E) if such
beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the
form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(F) if such
beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Trustee shall authenticate
and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note
issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in
such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct
the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such
Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject
to all restrictions on transfer contained therein.


 


(ii) Beneficial Interests in Regulation S
Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in
the Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in
the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any
certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an
exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.




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(iii) Beneficial Interests in Restricted
Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such
beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii)
of Section 2.06(a) hereof and if:


 


(A) such exchange or transfer is effected
pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange,
or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal
(or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such
Registration Rights Agreement;


 


(B) such
transfer is effected pursuant to a shelf registration statement;


 


(C) such transfer is effected by a broker-dealer
pursuant to an exchange offer registration statement; or


 


(D) the Registrar receives the following:


 


(1) if the holder of such beneficial
interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate
from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or


 


(2) if the holder of such beneficial
interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof
in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto,
including the certifications in item (4) thereof;


 


and, in each such case set forth in this subparagraph (D) if the Registrar
so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


(iv) Beneficial Interests in Unrestricted
Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes
to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a)
hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute
and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal
amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered
in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct
the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall
mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for
a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.




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(d) Transfer and Exchange of Definitive Notes
for Beneficial Interests.


 


(i) Restricted Definitive Notes to Beneficial
Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the
form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:


 


(A) if the Holder of such Restricted
Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder
substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;


 


(B) if such Restricted Definitive Note
is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto,
including the certifications in item (1) thereof;


 


(C) if such Restricted Definitive Note
is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially
in the form of Exhibit B hereto, including the certifications in item (2) thereof;


 


(D) if such Restricted Definitive Note
is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule
144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;


 


(E) if such Restricted Definitive Note
is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit
B hereto, including the certifications in item (3)(b) thereof; or


 


(F) if such Restricted Definitive Note
is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the
form of Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cancel the Restricted Definitive Note, increase or
cause to be increased in a corresponding amount pursuant to Section 2.06(g) the aggregate principal amount of, in the case of clause
(A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the
case of clause (C) above, the applicable Regulation S Global Note.


 


(ii) Restricted Definitive Notes to Beneficial
Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest
in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note only if:


 


(A) such exchange or transfer is effected
pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange,
or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal
(or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such
Registration Rights Agreement;


 


(B) such transfer is effected pursuant
to a shelf registration statement;




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(C) such transfer is effected by a broker-dealer
pursuant to an exchange offer registration statement; or


 


(D) the Registrar receives the following:


 


(1) if the Holder of such Definitive
Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder
substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or


 


(2) if the Holder of such Definitive
Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications
in item (4) thereof;


 


and, in each such case set forth in this subparagraph (D), if the Registrar
so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased
in a corresponding amount pursuant to Section 2.06(g) the aggregate principal amount of the Unrestricted Global Note.


 


(iii) Unrestricted Definitive Notes to Beneficial
Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the
Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased in a corresponding amount
pursuant to Section 2.06(g) the aggregate principal amount of one of the Unrestricted Global Notes.


 


If any such exchange or transfer from a Definitive
Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted
Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.


 


(e) Transfer and Exchange of Definitive Notes
for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of
this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of
transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied
by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly
authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information,
as applicable, required pursuant to the following provisions of this Section 2.06(e):


 


(i) Restricted Definitive Notes
to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons
who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:




    	-41-



    	



    

(A) if the transfer will be made to
a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B
hereto, including the certifications in item (1) thereof;


 


(B) if the transfer will be made pursuant
to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications
in item (2) thereof; or


 


(C) if the transfer will be made pursuant
to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.


 


(ii) Restricted Definitive Notes
to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted
Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note
if:


 


(A) such exchange or transfer is effected
pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange,
or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal
(or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such
Registration Rights Agreement;


 


(B) such transfer is effected pursuant
to a shelf registration statement;


 


(C) such transfer is effected by a broker-dealer
pursuant to an exchange offer registration statement; or


 


(D) the Registrar receives the following:


 


(1) if the Holder of such Restricted
Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially
in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or


 


(2) if the Holder of such Restricted
Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive
Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item
(4) thereof;


 


and, in each such case set forth in this subparagraph (D),
if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange
or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


(iii) Unrestricted Definitive Notes
to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the




    	-42-



    	



    

Registrar shall register the Unrestricted
Definitive Notes pursuant to the instructions from the Holder thereof.


 


(f) Legends. The following legends shall
appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in
the applicable provisions of this Indenture:


 


(i) Private Placement Legend.


 


(A) Except as permitted by subparagraphs
(B), (C) and (D) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof)
shall bear the legend in substantially the following form:


 


“THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A PROMULGATED
UNDER THE SECURITIES ACT), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 PROMULGATED UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF
THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED
STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A PROMULGATED UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 PROMULGATED UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 PROMULGATED UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER
SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS
“OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY
REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”


 


(B) Notwithstanding the foregoing, any
Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii)
of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.




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(C) After a transfer of any Initial Notes
during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes, all requirements pertaining
to the Private Placement Legend on such Initial Notes shall cease to apply and the requirements that any such Initial Notes be
issued in global form shall continue to apply.


 


(D) Upon the consummation of a Registered
Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes are offered Exchange Notes in
exchange for their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes be issued in global form shall
continue to apply, and Exchange Notes in global form without the Private Placement Legend shall be available to Holders that exchange
such Initial Notes in such Registered Exchange Offer.


 


(ii) Global Note Legend. Each
Global Note shall bear a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED
IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06(g) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE
AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”)
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR SUCH OTHER ENTITY AS MAY BE 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 AN INTEREST
HEREIN.”


 


(g) Cancellation and/or Adjustment of Global
Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be re-




    	-44-



    	



    

turned to or retained and canceled by the Trustee
in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global
Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, the aggregate principal amount of such other Global Note shall be increased
in a corresponding amount pursuant to this Section 2.06(g) and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such increase.


 


(h) General Provisions Relating to Transfers
and Exchanges.


 


(i) To permit registrations of transfers and
exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication
Order in accordance with Section 2.02 hereof or at the Registrar’s request.


 


(ii) No service charge shall be made to a holder
of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Issuer or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant
to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).


 


(iii) Neither the Registrar nor the Issuer shall
be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part.


 


(iv) All Global Notes and Definitive Notes issued
upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered
upon such registration of transfer or exchange.


 


(v) The Issuer shall not be required (A) to
issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business
on the day of such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption or tendered (and
not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer in whole or in part, except the
unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record
Date and the next succeeding Interest Payment Date.


 


(vi) Prior to due presentment for the registration
of a transfer of any Note, the Trustee, any agent and the Issuer may deem and treat the Person in whose name any Note is registered
as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such
Notes and for all other purposes, and none of the Trustee, any agent or the Issuer shall be affected by notice to the contrary.


 


(vii) Upon surrender for registration of transfer
of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the
Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of
any authorized denomination or denominations of a like aggregate principal amount.




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(viii) At the option of the Holder, subject
to Section 2.06(a), Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate
principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive
Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global
Notes and Definitive Notes to which the Holder making the exchange is entitled in accordance with the provisions of Section 2.02
hereof.


 


(ix) All certifications, certificates and Opinions
of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange
may be submitted by facsimile.


 


(x) The Trustee shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable
law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants
or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.


 


Neither the Trustee nor any agent shall have any
responsibility or liability for any actions taken or not taken by the Depositary.


 


Section 2.07 Replacement Notes.


 




If any mutilated Note is surrendered to the Trustee,
the Registrar or the Issuer or the Trustee receives evidence to their satisfaction of the ownership and destruction, loss or theft
of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement
Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Issuer to protect the Issuer, the Trustee, any agent and any authenticating agent from any loss that any
of them may suffer if a Note is replaced. At the Issuer’s request, such Holder shall reimburse the Issuer for its expenses
in replacing a Note.


 


Every replacement Note issued in accordance with
this Section 2.07 is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.


 


Section 2.08 Outstanding Notes.


 


The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest
in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate
of the Issuer holds the Note.


 


If a Note is replaced pursuant to Section 2.07 hereof,
it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide
purchaser.


 


If the principal amount of any Note is considered
paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.



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    If the Paying Agent (other than the Issuer,
a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money sufficient to pay Notes payable
on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.


 


Section 2.09 Treasury
Notes.


 


In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate
of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are
so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with
respect to the pledged Notes and that the pledgee is not the Issuer or any obligor upon the Notes or any Affiliate of the Issuer
or of such other obligor.


 


Section 2.10 Temporary
Notes.


 


Until certificates representing Notes are
ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers
appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall
prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.


 


Holders and beneficial holders, as the case
may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of
Notes under this Indenture.


 


Section 2.11 Cancellation.


 


The Issuer at any time may deliver Notes
to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent
and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation
and shall dispose of cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of
the Exchange Act). Certification of the disposal of all cancelled Notes shall be delivered to the Issuer upon the Issuer’s
written request. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee
for cancellation.


 


Section 2.12 Defaulted
Interest.


 


If the Issuer defaults in a payment of interest
on the Notes, the Issuer shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on
the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in
the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed
to be paid on each Note and the date of the proposed payment. The Trustee shall fix or cause to be fixed each such special record
date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment
date for such defaulted interest. The



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Trustee shall promptly notify the Issuer
of such special record date and in any event at least 20 days before such special record date. At least 15 days before the special
record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer)
shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the
Note Register that states the special record date, the related payment date and the amount of such interest to be paid.


 


Subject to the foregoing provisions of this
Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Note.


 


Section 2.13 CUSIP or
ISIN Numbers


 


The Issuer in issuing the Notes may use CUSIP
and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and/or ISIN numbers in notices, including
notices of redemption, exchange or offers to purchase as a convenience to Holders; provided that any such notice may 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
and that reliance may be placed only on the other identification numbers printed on the Notes, and any related redemption, exchange
or offers to purchase shall not be affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable
notify the Trustee in writing of any change in the CUSIP and/or ISIN numbers.


 


Section 2.14 Additional
Interest


 


In the event that the Issuer is required
to pay Additional Interest to holders of Notes pursuant to the Registration Rights Agreement, the Issuer will provide written notice
(“Additional Interest Notice”) to the Trustee of its obligation to pay Additional Interest 15 days prior to the proposed
payment date for the Additional Interest to the extent reasonably practicable, but in no event later than five Business Days prior
to such proposed payment date, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid
by the Issuer on such payment date. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes
to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest
owed, or with respect to the method employed in such calculation of the Additional Interest.


 


ARTICLE III



REDEMPTION


 


Section 3.01 Notices
To Trustee.


 


If the Issuer elects to redeem Notes pursuant
to Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a Redemption Date, an
Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant
to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes to be redeemed and (iv)
the redemption price.


 


Section 3.02 Selection
of Notes To Be Redeemed or Purchased.


 


If less than all of the Notes are to be redeemed
or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes
are listed on any na-



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tional securities exchange, in compliance
with the requirements of the principal national securities exchange on which the Notes are listed; (b) on a pro rata basis
to the extent practicable (or, in the case of Global Notes, the Trustee will select Notes for redemption based on DTC’s method
that most nearly approximates a pro rata selection or by such other method that the Trustee shall deem fair and appropriate) or
(c) by lot or such other similar method in accordance with the procedures of DTC. In the event of partial redemption or purchase
by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption
or purchase.


 


The Trustee shall promptly notify the Issuer
in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase,
the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or
whole multiples of $1,000 in excess of $2,000; no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes
of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.


 


Section 3.03 Notice of
Redemption.


 


Subject to Section 3.09 hereof, the Issuer
shall mail or cause to be mailed by first-class mail notices of redemption at least 30 days but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices
may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof.


 


The notice shall identify the Notes (including
the CUSIP and ISIN numbers) to be redeemed and shall state:


 


(a) the Redemption Date;


 


(b) the redemption price;


 


(c) if any Note is to be redeemed
in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon
surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing
the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the
original Note;


 


(d) the name and address of the
Paying Agent;


 


(e) that Notes called for redemption
must be surrendered to the Paying Agent to collect the redemption price;


 


(f) that, unless the Issuer defaults
in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;


 


(g) the paragraph or subparagraph
of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and



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(h) that no representation is
made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes.


 


At the Issuer’s request, the Trustee
shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered
to the Trustee, at least 15 days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant
to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that
the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.


 


Section 3.04 Effect of
Notice of Redemption.


 


Once notice of redemption is mailed in accordance
with Section 3.03 hereof and subject to the proviso in this sentence, Notes called for redemption become due and payable on the
Redemption Date at the redemption price; provided, however, any redemption may, at the Issuer’s discretion,
be subject to one or more conditions precedent, which shall be set forth in the related notice of redemption, including, but not
limited to, completion of an Equity Offering, other offering or other transaction or event. In addition, if such redemption or
purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if
applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all
such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event
that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed.
The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder
receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated
for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject
to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption.


 


Section 3.05 Deposit
of Redemption or Purchase Price.


 


Prior to 10:00 a.m. (New York City time)
on the redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption or purchase price of and accrued and unpaid interest on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the
Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed
or purchased.


 


If the Issuer complies with the provisions
of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions
of Notes called for redemption or purchase. Redemption amounts shall only be paid upon presentation and surrender of any such Notes
to be redeemed. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date,
then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was
registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon
surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall
be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on
any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in
the Notes and in Section 4.01 hereof.



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Payment of the redemption price and performance
of the Issuer’s obligations in connection with any redemption may be performed by another Person.


 


Section 3.06 Notes Redeemed
or Purchased in Part.


 


Upon surrender of a Note that is redeemed
or purchased in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new
Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness
to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral
multiple of $1,000 in excess of $2,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only
an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate
such new Note.


 


Section 3.07 Optional
Redemption.


 


(a) At any time prior to March 1, 2017,
the Issuer may redeem all or a part of the Notes, upon prior notice as provided in Section 3.03, 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 and Additional
Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes
on the relevant Record Date to receive interest due on the relevant Interest Payment Date.


 


(b) On and after March 1, 2017, the Issuer
may redeem the Notes, in whole or in part, upon prior notice as provided in Section 3.03, at the redemption prices (expressed as
percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Interest,
if any, thereon to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date
to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on March 1
of each of the years indicated below:


 


	Year	 	Percentage
	2017	 	 	103.938	%
	2018	 	 	102.625	%
	2019	 	 	101.313	%
	2020 and thereafter	 	 	100.000	%



 


(c) Until March 1, 2017, the Issuer may,
at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes at a redemption price equal
to 105.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any,
to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest
due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings; provided that
at least 60% of the sum of the original aggregate principal amount of Notes issued under this Indenture and the original principal
amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence
of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing
of each such Equity Offering.


 


Section 3.08 Mandatory
Redemption.


 


The Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes. However, the Issuer may at any time and from time to time
purchase Notes in the open market or otherwise.



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Section 3.09 Offers To
Repurchase by Application of Excess Proceeds.


 


(a) In the event that, pursuant to Section
4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below.


 


(b) The Asset Sale Offer shall remain
open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required
by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer
Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”)
to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than
the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment
for any Notes so purchased shall be made in the same manner as interest payments are made.


 


(c) If the Purchase Date is on or after
a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest up to but excluding the Purchase
Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no Additional
Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.


 


(d) Upon the commencement of an Asset
Sale Offer, the Issuer shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice
shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer.
The Asset Sale Offer shall be made to all Holders and, if required, holders of Pari Passu Indebtedness. The notice, which shall
govern the terms of the Asset Sale Offer, shall state:


 


(i) that the Asset Sale Offer
is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;


 


(ii) the Offer Amount, the
purchase price and the Purchase Date;


 


(iii) that any Note not tendered
or accepted for payment shall continue to accrue interest;


 


(iv) that, unless the Issuer
defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest
on and after the Purchase Date;


 


(v) that Holders electing to
have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in a minimum amount of $2,000, or integral
multiples of $1,000 in excess thereof;


 


(vi) that Holders electing
to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option
of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer,
the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before
the Purchase Date;


 


(vii) that Holders shall be
entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later
than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal



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amount of the Note the Holder
delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;


 


(viii) that, if the aggregate
principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee
shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value
or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by
the Trustee so that only Notes in a minimum amount of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased);
and


 


(ix) that Holders whose Notes
were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered
(or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.


 


(e) On or before the Purchase Date, the
Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount
of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered,
all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s
Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.


 


(f) The Issuer, the Depositary or the
Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price
of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new
Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred
by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary,
no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note)
in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent
not repurchased; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple
of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof.
If required by applicable law, the Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable
after the Purchase Date.


 


Other than as specifically provided in this
Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions
of Sections 3.01 through 3.06 hereof.


 


ARTICLE IV



COVENANTS


 


Section 4.01 Payment
of Notes.


 


The Issuer shall pay or cause to be paid
the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium,
if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds
as of 10:00 a.m. New York City time on the due date money deposited by the Issuer in immediately available funds and designated
for and sufficient to pay all principal, premium, if any, and interest then due. Such Paying Agent shall, upon written request
by the Issuer, return to the Issuer promptly, and in any event no later than five Business Days following such request, any money
that exceeds such amount of



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principal, premium, if any, and interest
paid on the Notes. If a payment date is not a Business Day, payment may be made on the next succeeding date that is a Business
Day.


 


The Issuer shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable
interest rate on the Notes to the extent lawful; and shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the
extent lawful.


 


Section 4.02 Maintenance
of Office or Agency.


 


The Issuer shall maintain in the Borough
of Manhattan in the City of New York an office or agency (which may be an office of the Trustee or an affiliate of the Trustee,
Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands
to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall 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 Issuer shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office.


 


The Issuer may also from time to time designate
one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from
time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the
Issuer of its obligation to maintain an office or agency in the Borough of Manhattan in the City of New York for such purposes.
The Issuer shall 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.


 


The Issuer hereby designates the Corporate
Trust Office as one such office or agency of the Issuer in accordance with Section 2.03 hereof.


 


Section 4.03 Reports
and Other Information.


 


(a) Regardless of whether the Issuer remains
subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise reports on an annual and quarterly
basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer
shall file with the SEC (and make available to the Trustee and, upon written request, Holders of the Notes (without exhibits) without
cost to any Holder, within 15 days after it files them with the SEC) from and after the Issue Date,


 


(1) within the time period
specified in the SEC’s rules and regulations, annual reports on Form 10-K, or any successor or comparable form, containing
the information required to be contained therein or required in such successor or comparable form;


 


(2) within the time period
specified in the SEC’s rules and regulations, reports on Form 10-Q containing all quarterly information that would be required
to be contained in Form 10-Q or any successor or comparable form; and


 


(3) promptly from time to time
after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable
form;



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in each case, in a manner that complies in all material respects
with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with
the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information to prospective
purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within
15 days after the time the Issuer would be required to file such information with the SEC, if it were subject to Sections 13 or
15(d) of the Exchange Act. The posting of such reports, documents and information to the SEC’s or the Issuer’s website
shall constitute delivery of such reports, documents and information to the Trustee and the Holders of the Notes, provided,
however, that the Trustee shall have no responsibility to determine whether such posting has occurred. To the extent not
satisfied by the foregoing, the Issuer agrees that, for so long as any Notes are outstanding, it shall furnish to Holders and to
securities analysts and prospective investors, upon their written request, the information required to be delivered pursuant to
Rule 144A(d)(4) promulgated under the Securities Act.


 


Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).


 


Notwithstanding the foregoing, in the event
that any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, the Issuer may satisfy its obligations
under this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to
such direct or indirect parent; provided that the same is accompanied by consolidating information that explains in reasonable
detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than
the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries
of the Issuer on a standalone basis, on the other hand.


 


Section 4.04 Compliance
Certificate.


 


(a) The Issuer and each Guarantor (to
the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 120 days after
the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial
officer or principal accounting officer stating that a review of the activities of the Issuer and the Restricted Subsidiaries during
the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer
has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing
such certificate, that to the best of his or her knowledge the Issuer has, during such fiscal year, kept, observed, performed and
fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance
of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all
such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).


 


(b) The Issuer shall within 60 days after
the Issuer becomes aware of any Default, deliver to the Trustee by registered or certified mail or by facsimile transmission an
Officer’s Certificate specifying such Default and what action the Issuer proposes to take with respect thereto.


 


Section 4.05 Taxes.


 


The Issuer shall pay or discharge, and shall
cause each of the Restricted Subsidiaries to pay or discharge, prior to delinquency, all material taxes, lawful assessments, and
governmental levies



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except such as are being contested in good
faith and by appropriate actions or where the failure to effect such payment or discharge is not adverse in any material respect
to the Holders of the Notes.


 


Section 4.06 Stay, Extension
and Usury Laws.


 


The Issuer and each of the Guarantors covenant
(to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that
they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by
resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted.


 


Section 4.07 Limitation
on Restricted Payments.


 


(a) The Issuer shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly:


 


 (I) declare or pay any dividend or make any
payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including
any dividend or distribution payable in connection with any merger or consolidation other than:


 


(A) dividends, payments or distributions
by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or


 


(B) dividends, payments or distributions
by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class
or series of securities issued by a Restricted Subsidiary that is not a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary
receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in
such class or series of securities;


 


 (II) purchase, redeem, defease or otherwise
acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection
with any merger or consolidation;


 


 (III) make any principal payment on, or redeem,
repurchase, defease or otherwise acquire or retire for value or give any irrevocable notice of redemption with respect thereto,
in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:


 


(A) Indebtedness permitted under
clauses (7) and (8) of Section 4.09(b) hereof; or


 


(B) the purchase, repurchase
or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or



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(C) the giving of an irrevocable
notice of redemption with respect to the transactions described in clauses (2) and (3) of Section 4.07(b); or


 


 (IV) make any Restricted Investment


 


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


 


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


 


(2) immediately after giving
effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness under Section 4.09(a)
hereof; and


 


(3) such Restricted Payment,
together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the
Issue Date (including Restricted Payments permitted by clauses (1), (10) and (13) of Section 4.07(b) hereof, but excluding all
other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication):


 


(a) 50% of the Consolidated Net
Income of the Issuer for the period (taken as one accounting period) beginning January 1, 2011, to the end of the Issuer’s
most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment,
or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus


 


(b) 100% of the aggregate net
cash proceeds and the fair market value of marketable securities or other property received by the Issuer since immediately after
the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or Disqualified
Stock pursuant to clause (12)(a) of Section 4.09(b)) from the sale of:


 


(i) Equity Interests of the
Issuer, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of marketable
securities or other property received from the sale of Equity Interests to members of management, directors or consultants of the
Issuer, any direct or indirect parent company of the Issuer and the Issuer’s Subsidiaries after the Issue Date to the extent
such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; or


 


(ii) debt securities of the
Issuer that have been converted into or exchanged for such Equity Interests of the Issuer;


 


provided, however,
that this clause (b) shall not include the proceeds from (X) Equity Interests or convertible debt securities of the Issuer sold
to a Restricted Subsidiary, as the case may be, or (Y) Disqualified Stock or debt securities that have been converted into Disqualified
Stock; plus


 


(c) 100% of the aggregate amount
of cash and the fair market value of marketable securities or other property contributed to the capital of the Issuer following
the Issue Date (other than net cash proceeds to the extent such net cash proceeds (i) have



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been used to incur Indebtedness
or Disqualified Stock pursuant to clause (12)(a) of Section 4.09(b) or (ii) are contributed by a Restricted Subsidiary); plus


 


(d) 100% of the aggregate amount
received in cash and the fair market value of marketable securities or other property received by means of:


 


 (i) the sale or other disposition (other than
to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries or interests
payments made in respect of any repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries,
repayments of or interest payments made in respect of any loans or advances, and releases of guarantees, which constitute Restricted
Investments by the Issuer or its Restricted Subsidiaries or any dividends or other distributions made or payments made with respect
to any Restricted Investment by the Issuer or any Restricted Subsidiary in each case after the Issue Date; or


 


 (ii) the sale (other than to the Issuer or
a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than
in each case to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment) or a dividend from
an Unrestricted Subsidiary after the Issue Date; plus


 


(e) in the case of the redesignation
of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the merger or consolidation of an Unrestricted Subsidiary
into the Issuer or a Restricted Subsidiary or the transfer of assets of any Unrestricted Subsidiary to the Issuer or a Restricted
Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted
Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted
Subsidiary constituted a Permitted Investment.


 


(b) The foregoing provisions shall not
prohibit:


 


(1) the payment of any dividend
or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving
of the irrevocable redemption notice, as applicable, if at the 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 Equity Interests of the Issuer or any direct or indirect parent of the Issuer
(“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or a Guarantor in exchange for, or out
of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer
or any direct or indirect parent of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified
Stock); provided that the amount of any proceeds that are utilized for any such redemption, repurchase, retirement or other
acquisition shall be excluded from clauses (b) and (c) of the preceding paragraph;


 


(3) the redemption, repurchase,
retirement, defeasance or other acquisition of Subordinated Indebtedness of the Issuer or a Guarantor made in exchange for, or
out of the proceeds of, the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor, as the case may be,
which is incurred in compliance with Section 4.09 hereof so long as:



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(a) the principal amount (or
accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable),
plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for
value, plus the amount of any reasonable premium paid (including reasonable tender premiums) and any reasonable fees and expenses
incurred in connection with the issuance of such new Indebtedness;


 


(b) such new Indebtedness is
subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased,
exchanged, redeemed, repurchased, acquired or retired for value;


 


(c) such new Indebtedness has
a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being
so redeemed, repurchased, acquired or retired; and


 


(d) such new Indebtedness has
a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated
Indebtedness being so redeemed, repurchased, acquired or retired;


 


(4) a Restricted Payment to pay
for the repurchase, retirement or other acquisition of Equity Interests of the Issuer held by any future, present or former employee,
director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any
management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however,
that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $10.0 million (with unused
amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the
following proviso) of $20.0 million in any calendar year); provided, further, that such amount in any calendar year
may be increased by an amount not to exceed:


 


(a) the cash proceeds from the
sale of Equity Interests (other than Disqualified Stock) of the Issuer to members of management, directors or consultants of the
Issuer or any of its Subsidiaries that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity
Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof
or clause (8) of the definition of Permitted Investments; plus


 


(b) the cash proceeds of key
man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date; less


 


(c) the amount of any Restricted
Payments made in any prior calendar year pursuant to clauses (a) and (b) of this clause (4);


 


(5) the declaration and payment
of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued
in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”;


 


(6) repurchases of Equity Interests
deemed to occur upon exercise or vesting of stock options, warrants or similar rights if such Equity Interests represent all or
a portion of the exercise price of such options or warrants or are surrendered in connection with satisfying any federal or state
income tax obligation incurred in connection with such exercise or vesting;



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(7) the repurchase, redemption
or other acquisition for value of Equity Interests of the Issuer representing fractional shares of such Equity Interests in connection
with a stock dividend, split or combination or any merger, consolidation, amalgamation or other combination involving the Issuer;


 


(8) the redemption, repurchase,
retirement or other acquisition, in each case for nominal value per right, of any rights granted to all holders of Equity Interests
of the Issuer pursuant to any stockholders’ rights plan adopted for the purpose of protecting stockholders from unfair takeover
tactics, provided that any such redemption, repurchase, retirement or other acquisition of such rights shall not be for
the purpose of evading the limitations described under this covenant;


 


(9) the declaration and payment
of dividends to holders of Equity Interests of the Issuer or the acquisition, in open market purchases or otherwise, of Equity
Interests of the Issuer in an aggregate amount not to exceed $25.0 million in any fiscal year, provided that up to $15.0
million of such amount that is not utilized by the Issuer to pay dividends or acquire Equity Interests of the Issuer in any calendar
year may be carried forward to the immediately succeeding year;


 


(10)  payments or distributions
to dissenting stockholders pursuant to applicable law in connection with a merger, consolidation or transfer of all or substantially
all of the Issuer’s property or assets that complies with this Indenture, provided that as a result of such merger,
consolidation or transfer of all or substantially all of the Issuer’s property or assets, the Issuer shall have made a Change
of Control Offer or Asset Sale Offer and all Notes tendered by Holders in connection therewith shall have been repurchased, redeemed
or acquired for value;


 


(11)  other Restricted Payments
in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed the greater
of (i) $100.0 million and (ii) 5.0% of Total Assets;


 


(12) the repurchase, redemption,
retirement, defeasance, refinancing or other acquisition of the Convertible Subordinated Notes;


 


(13) the repurchase, redemption
retirement, defeasance or other acquisition of any Subordinated Indebtedness required in accordance with provisions applicable
thereto similar to those described under Sections 4.10 and Section 4.14 hereof; 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;


 


(14) direct or indirect loans
or advances to the Issuer’s Employee Stock Ownership Plan or guarantee obligations incurred in connection with its purchase
or other acquisition of Equity Interests of the Issuer in an aggregate amount not to exceed $10.0 million in any fiscal year or
$50.0 million in the aggregate; and


 


(15)  other Restricted Payments
if at the time of and after giving pro forma effect to each such Restricted Payment (including, without limitation, the
incurrence of any Indebtedness to finance such Restricted Payment) (x) the Total Leverage Ratio shall not exceed 3.50 to 1.00 and
(y) the Issuer could incur $1.00 of additional Indebtedness under Section 4.09(a) hereof;


 


provided, however, that at the time of,
and after giving effect to, any Restricted Payment permitted under clauses (9), (11), (14) and (15) of this Section 4.07(b), no
Default shall have occurred and be continuing or would occur as a consequence thereof.



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(c) As of the Issue Date, all of the Issuer’s
Subsidiaries shall be Restricted Subsidiaries. The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary
except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any
Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries
(except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined
as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a
Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clauses
(11) or (15) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive
covenants set forth in this Indenture.


 


(d) If the Issuer or any Restricted Subsidiary
makes a Restricted Payment which, at the time of the making of such Restricted Payment, in the good faith determination of the
Issuer or such Restricted Subsidiary, would be permitted under the requirements of this Indenture, such Restricted Payment shall
be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustment made in good faith to the
Issuer’s financial statements affecting Consolidated Net Income.


 


(e) In the event that a Restricted Payment
meets the criteria of more than one of the types of Restricted Payments described in the above clauses, including, without limitation,
the first paragraph of this Section, the Issuer, in its sole discretion, may order and classify, and from time to time may reclassify,
such Restricted Payment if it would have been permitted at the time such Restricted Payment was made and at the time of such reclassification.


 


Section 4.08 Dividend
and Other Payment Restrictions Affecting Restricted Subsidiaries.


 


(a) The Issuer shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:


 


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


 


(B) pay any Indebtedness owed
to the Issuer or any of the Restricted Subsidiaries;


 


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


 


(3) sell, lease or transfer
any of its properties or assets to the Issuer or any of the Restricted Subsidiaries.


 


(b) Except (in each case) for such encumbrances
or restrictions existing under or by reason of:


 


(1) contractual encumbrances
or restrictions in effect on the Issue Date, including pursuant to the Credit Facilities and the related documentation;


 


(2) this Indenture and the
Notes;






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    (3) purchase money obligations and
capital lease obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed
in clause (3) of Section 4.08(a) hereof on the property so acquired;


 


(4) applicable law or any applicable
rule, regulation or order;


 


(5) any agreement or other instrument
of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not
created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets
of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;


 


(6) contracts for the sale of assets,
including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into
for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, that impose restrictions
on the assets to be sold;


 


(7) Secured Indebtedness otherwise
permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose
of the assets securing such Indebtedness or place any restriction on the Issuer’s or its Restricted Subsidiaries’ use
of the assets securing such Secured Indebtedness;


 


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


 


(9) other Indebtedness, Disqualified
Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions
of Section 4.09 hereof that impose restrictions solely on Foreign Subsidiaries party thereto;


 


(10) customary provisions in joint
venture agreements and other similar agreements relating solely to such joint venture;


 


(11) customary provisions contained
in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;


 


(12) contractual requirements of a
Receivables Subsidiary in connection with a Qualified Receivables Financing, provided that such restrictions apply only
to such Receivables Subsidiary or the receivables that are subject to the Qualified Receivables Financing;


 


(13) protective Liens filed in connection
with a sale and leaseback transaction permitted under this Indenture;


 


(14) restrictions in effect on the
Issue Date that are contained in charter documents or shareholder agreements relating to any Restricted Subsidiary of the Issuer;


 


(15) any other agreement governing
Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive
with respect to the Issuer or any Restricted Subsidiary than those in effect on the Issue Date pursuant to agreements in effect
on the Issue Date; and



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(16) any encumbrances or restrictions
of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof 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 (15) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially
more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification,
restatement, renewal, increase, supplement, refunding, replacement or refinancing.


 


Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.


 


(a) The Issuer shall not, and shall not permit
any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly
or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”)
with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock
and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however,
that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Guarantor
may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock,
if the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently
ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined
on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds
therefrom had occurred at the beginning of such four-quarter period.


 


(b) The provisions of Section 4.09(a) hereof shall
not apply to:


 


(1) the incurrence of Indebtedness
under Credit Facilities by the Issuer or any of its Restricted Subsidiaries and the issuance and creation of letters of credit
and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal
amount equal to the face amount thereof), up to an aggregate principal amount of $300.0 million outstanding at any one time, less
(i) any permanent payments actually made by the borrower thereunder following the Issue Date in respect of Indebtedness thereunder
with Net Proceeds from an Asset Sale and (ii) the amount of Indebtedness then outstanding under clause (20);


 


(2) the incurrence by the Issuer and
any Guarantor of Indebtedness represented by the Initial Notes (including any Guarantee of the Initial Notes) and any Exchange
Notes and any related Guarantee issued in respect of the Initial Notes;


 


(3) Indebtedness of the Issuer and
its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section
4.09(b));


 


(4) Indebtedness (including Capitalized
Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or any of its Restricted Subsidiaries to finance
the purchase, lease, construction, installation, repair or improvement of property (real or personal) or equipment (other than
software) (including any reasonably related fees or expenses incurred in connection with such purchase, lease, construction, installation,
repair or improvement), whether



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through the direct purchase of assets or
the Capital Stock of any Person owning such assets, in an aggregate principal amount, including all Indebtedness incurred or Disqualified
Stock and Preferred Stock issued to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred or Disqualified
Stock and Preferred Stock issued pursuant to this clause (4), not to exceed at any time outstanding the greater of (x) $100.0 million
and (y) 5.0% of Total Assets;


 


(5) Indebtedness incurred by the Issuer
or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary
course of business, including letters of credit in respect of lease obligations, workers’ compensation claims, unemployment
insurance and other types of social security or property, casualty or liability insurance or self-insurance, or other Indebtedness
with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that,
upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;


 


(6) Indebtedness arising from agreements
of the Issuer or its Restricted Subsidiaries 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 Issuer or any Restricted
Subsidiary pursuant to such agreements, in each case, incurred or assumed in connection with the disposition of any business, assets
or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets
or a Subsidiary for the purpose of financing such acquisition; provided, however, that the maximum assumable liability
in respect of all such Indebtedness shall at no time exceed the gross proceeds including non cash proceeds (the fair market value
of such non cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually
received by the Issuer and its Restricted Subsidiaries in connection with such disposition;


 


(7) Indebtedness of the Issuer to a
Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly
subordinated in right of payment to the Notes; provided, further, that any subsequent issuance or transfer of any
Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or
any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of
such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted
by this clause (7);


 


(8) Indebtedness of a Restricted Subsidiary
to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted
Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes
of such Guarantor; provided further that any subsequent issuance or transfer of any Capital Stock or any other event
which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any
such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted
Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8);


 


(9) shares of Preferred Stock of a
Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance
or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another of its Restricted
Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);



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(10) Hedging Obligations (excluding
Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk exchange rate risk or
commodity pricing risk;


 


(11) obligations in respect of performance,
bid, appeal and surety bonds and completion guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary
course of business;


 


(12) (a) Indebtedness or Disqualified
Stock of the Issuer or any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 100% of the net
cash proceeds received by the Issuer since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer
or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests
to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof
to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make
other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted
Investments specified in clauses (1), (2) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of the
Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise permitted
hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation
preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause
(12)(b), does not at any one time outstanding exceed $125.0 million; provided that the principal amount of Indebtedness
incurred by any Restricted Subsidiary that is not a Guarantor pursuant to this clause (12)(b) does not exceed $50.0 million at
any one time outstanding;


 


(13) the incurrence by the Issuer or
any Restricted Subsidiary of the Issuer of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund, replace
or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) hereof and clauses
(2), (3), (12)(a), this clause (13) and clauses (14) and (15) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or
Preferred Stock issued to so refund, replace or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional
Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance
costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided,
however, that such Refinancing Indebtedness:


 


(A) has a Weighted
Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average
Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,


 


(B) to the extent such Refinancing Indebtedness
refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness
is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced
or refunded, or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred
Stock, respectively, and



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(C) shall not include:


 


(i) Indebtedness,
Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified
Stock or Preferred Stock of the Issuer;


 


(ii) Indebtedness,
Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer, that is not a Guarantor that refinances Indebtedness, Disqualified
Stock or Preferred Stock of a Guarantor; or


 


(iii) Indebtedness,
Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock
or Preferred Stock of an Unrestricted Subsidiary;


 


(14) the incurrence by the Issuer or
any Restricted Subsidiary of Indebtedness to the extent the net cash proceeds of such Indebtedness are promptly deposited to defease
or to satisfy and discharge the Notes as described under Article 8 and Section 11.01;


 


(15) Indebtedness, Disqualified Stock
or Preferred Stock of (x) the Issuer or a Guarantor incurred to finance an acquisition or (y) Persons that are acquired by the
Issuer or any Guarantor or merged into the Issuer or a Guarantor in accordance with the terms of this Indenture; provided
that after giving pro forma effect to such acquisition or merger, either


 


(a) the Issuer
would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
in the first sentence of this covenant, or


 


(b) the Fixed Charge Coverage Ratio of
the Issuer and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger;


 


(16) Indebtedness arising from the
honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the
ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its incurrence;


 


(17) (a) any guarantee by the Issuer
or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such
Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture; or


 


(b) any guarantee by a Restricted Subsidiary
of Indebtedness of the Issuer;


 


provided that, in the case of clauses
(a) and (b), such guarantee is incurred in accordance with Section 4.15 hereof;


 


(18) Indebtedness of Foreign Subsidiaries
of the Issuer not to exceed at any one time outstanding, together with any other Indebtedness incurred under this clause (18),
$150.0 million;


 


(19) Indebtedness of the Issuer or
any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained
in supply arrangements, in each case, incurred in the ordinary course of business;



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(20) Indebtedness incurred by a Receivables
Subsidiary in a Qualified Receivables Financing that is not recourse to the Issuer or any Restricted Subsidiary other than a Receivables
Subsidiary (except for Standard Securitization Undertakings);


 


(21) customer deposits and advance
payments received from customers for goods and services sold in the ordinary course of business;


 


(22) Indebtedness owed on a short-term
basis of not longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the Issuer
and its Restricted Subsidiaries with such banks or financial institutions in connection with ordinary banking arrangements to manage
cash balances of the Issuer and its Restricted Subsidiaries;


 


(23) Indebtedness incurred by a Restricted
Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables
for credit management purposes, in each case incurred or undertaken in the ordinary course of business on arm’s-length commercial
terms; and


 


(24) direct or indirect loans or advances
to the Issuer’s Employee Stock Ownership Plan or guarantee obligations incurred in connection with its purchase or other
acquisition of Equity Interests of the Issuer not to exceed $50.0 million at any time outstanding.


 


Notwithstanding anything to the contrary,
no Subsidiary of the Issuer shall guarantee the Convertible Subordinated Notes.


 


(c) For purposes of determining compliance with
this Section 4.09:


 


(1) in the event that an item of Indebtedness,
Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted
Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (24) of Section 4.09(b) hereof or is entitled
to be incurred pursuant to Section 4.09(a) hereof, the Issuer, in its sole discretion, shall classify or reclassify such item of
Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and
type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness
outstanding under the Senior Credit Facility on the Issue Date shall at all times be deemed to be outstanding in reliance on clause
(1) of Section 4.09(b) hereof; and


 


(2) at the time of incurrence, the
Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described
in Sections 4.09(a) and 4.09(b) hereof.



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(d) Accrual of interest, the accretion of accreted
value, the amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness,
Disqualified Stock or Preferred Stock, as applicable, the accretion of liquidation preference and increases in the amount of Indebtedness
outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Indebtedness,
Disqualified Stock or Preferred Stock for purposes of this covenant. Guarantees of, or obligations in respect of letters of credit
relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness shall not be
included in the determination of such amount of Indebtedness, provided that the incurrence of the Indebtedness represented
by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.


 


(e) For purposes of determining compliance with
any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness
denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness
was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such
Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such 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 such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the
principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced plus
the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses
incurred in connection with the issuance of such new Indebtedness.


 


(f) The Issuer shall not, and shall not permit
any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior
in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly
subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such
Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be.


 


(g) For purposes of this Indenture, (1) unsecured
Indebtedness is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Indebtedness
is not deemed to be subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the
same collateral.


 


Section 4.10 Asset Sales.



 


(a) The Issuer shall not, and shall not permit
any of the Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:


 


(1) the Issuer or such 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) except in the case of a Permitted
Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be,
is in the form of (a) cash or Cash Equivalents (b) Replacement Assets or (c) any combination of the consideration specified in
clauses (a) and (b); provided that the amount of:



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(A) any liabilities
(as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of
the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed
by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released
by all creditors in writing;


 


(B) any securities,
notes or other obligations received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the
Issuer or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within
180 days following the closing of such Asset Sale;


 


(C) any Designated
Non-cash Consideration received by the Issuer 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 since the date of this Indenture pursuant
to this clause (C) that is at that time outstanding, not to exceed the greater of (i) $100.0 million (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) and (ii) 5.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration; and


 


(D) any securities
publicly-traded on a national securities exchange;


 


shall be deemed to be cash or Cash Equivalents for purposes of this
provision and for no other purpose.


 


(b) Within
365 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may
apply the Net Proceeds from such Asset Sale,


 


(1) to permanently
reduce:


 


(A) Secured
Indebtedness under one or more Credit Facilities;


 


(B) Obligations
under Pari Passu Indebtedness (and to correspondingly reduce commitments with respect thereto); provided that the
Issuer shall equally and ratably (based on the aggregate principal amounts (or accreted value, as applicable )) reduce Obligations
under the Notes as provided under Section 3.07 hereof, through open-market purchases (to the extent such purchases are at or above
100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth under Section 4.10(c)
hereof) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid
interest, if any, on the amount of Notes that would otherwise be prepaid; or


 


(C) Indebtedness
of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary;
or


 


(2) to make
an Investment in or expenditure (i) for Replacement Assets or (ii) for other capital expenditure used or useful in a Similar Business
or (iii) to enter into a binding commitment to make such an investment or expenditure; provided that in the case of a commitment
to make such an Investment or expenditure, such Investment or expenditure shall have been made within 365 days of the first anniversary
of the receipt of any Net Proceeds from such Asset Sale.



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(c) Any Net Proceeds from the Asset Sale that
are not invested or applied as provided and within the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess
Proceeds.” When the aggregate amount of Excess Proceeds exceeds $75.0 million, the Issuer shall make an offer to all
Holders, and, if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness (an “Asset
Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and
such Pari Passu Indebtedness that is a minimum amount of $2,000 and in an integral multiple of $1,000 in excess thereof that may
be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or
accreted value, as applicable), plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing
of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with
respect to Excess Proceeds within 30 calendar days after the date that Excess Proceeds exceed $75.0 million by mailing the notice
required pursuant to the terms of this Indenture, with a copy to the Trustee.


 


To the extent that the aggregate principal amount
(or accreted value, as applicable) of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than
the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants
contained in this Indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount (or accreted
value, as applicable) of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis (or, in
the case of Notes in global form, the Trustee shall select Notes for redemption based on DTC’s method that most nearly approximates
a pro rata selection or by such other method that the Trustee shall deem fair and appropriate) based on the accreted value or principal
amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess
Proceeds shall be reset at zero.


 


(d) Pending the final application of any Net Proceeds
pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding
under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.


 


(e) The Issuer shall comply with the applicable
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws
or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that
the applicable provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall
comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in
this Indenture by virtue thereof.


 


Section 4.11 Transactions with Affiliates.



 


(a) The Issuer shall not, and shall 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 or make or amend any transaction, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate
Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:


 


(1) such Affiliate Transaction is on
terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length
basis; and



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(2) the Issuer delivers to the Trustee
with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration
in excess of $25.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate
Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1)
of this Section 4.11(a).


 


(b) The foregoing provisions of Section 4.11(a)
hereof will not apply to the following:


 


(1) transactions between or among the
Issuer or any of its Restricted Subsidiaries;


 


(2) Restricted Payments permitted by
Section 4.07 hereof and the Investments constituting “Permitted Investments”;


 


(3) the payment of reasonable and customary
fees, compensation, benefits and incentive arrangements paid or provided to, and indemnities provided on behalf of, officers, directors,
employees or consultants of Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries, including,
without limitation, any such fees, compensation, benefits, arrangements and indemnities approved in good faith by the board of
directors (or a committee thereof) of the Issuer;


 


(4) any agreement as in effect as of
the Issue Date, or any amendment or replacement agreement thereto (so long as any such amendment is not materially disadvantageous
to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);


 


(5) the existence of, or the performance
by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including
any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar
agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the
Issuer or any of its Restricted Subsidiaries of obligations under any future amendment or replacement agreement to any such existing
agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (5) to the extent
that the terms of any such amendment or new agreement are not otherwise materially disadvantageous to the Holders when taken as
a whole;


 


(6) any transaction effected as part
of a Qualified Receivables Financing permitted hereunder;


 


(7) transactions between the Issuer
or any of its Restricted Subsidiaries and any Person is an Affiliate of the Issuer solely due to the fact that a director of such
Person is also a director of the Issuer; provided, however, that such director abstains from voting as a director
of the Issuer or such direct or indirect parent of the Issuer, as the case may be, on any matter involving such other Person;


 


(8) any non-recourse pledge of Equity
Interests of an Unrestricted Subsidiary to support the Indebtedness of such Unrestricted Subsidiary;


 


(9) the Transaction and the payment
of all fees and expenses related to the Transaction, in each case as disclosed in the Offering Memorandum;



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    (10) transactions with
customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business
and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in
the reasonable determination of the board of directors of the Issuer or the senior management thereof, or are on terms at
least as favorable as might reasonably have been obtained at such time from an unaffiliated party;


 


(11) the sale or issuance of
Equity Interests (other than Disqualified Stock) of the Issuer;


 


(12) payments or loans (or cancellation
of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries
and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each
case, are approved by the Issuer in good faith; and


 


(13) transactions in which the
Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor
stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that
the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length
basis.


 


Section 4.12 Liens.


 


(a) The Issuer shall not, and shall not
permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien (an “Initial
Lien”) (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset
or property of the Issuer or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive
income therefrom, unless:


 


(1) in the case of Liens securing
Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is
senior in priority to such Liens; or


 


(2) in all other cases, the Notes
or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (A) Liens securing the Notes and
the related Guarantees, (B) Liens securing Indebtedness permitted to be incurred under the Credit Facilities, including any letter
of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to Section 4.09(b)(1)
hereof and (C) Liens securing additional Indebtedness permitted to be incurred pursuant to Section 4.09, provided that,
in the case of this clause (C), at the time of the incurrence of such Indebtedness and after giving pro forma effect thereto,
the Secured Leverage Ratio shall not exceed 3.25 to 1.00.


 


(b) Any Lien created for the benefit of the
holders of Notes pursuant to Section 4.12(a) hereof shall provide by its terms that such Lien shall be automatically and unconditionally
released and discharged upon discharge of the Initial Lien.


 


Section 4.13 Corporate Existence.


 





Subject to Article 5 hereof, the Issuer shall
do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the
corporate, partnership or oth-



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er existence of each of the Restricted Subsidiaries,
in accordance with the respective organizational documents (as the same may be amended from time to time) of such Issuer or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuer and the Restricted
Subsidiaries; provided that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of the Restricted Subsidiaries, if the Issuer in good faith shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Issuer and the Restricted Subsidiaries, taken as a whole.


 


Section 4.14 Offer To Repurchase Upon
Change of Control.


 


(a) If a Change of Control occurs, unless
the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under
Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change
of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to
the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment
Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class
mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, with
the following information:


 


(1) that a Change of Control
Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer
will be accepted for payment by the Issuer;


 


(2) the purchase price and the
purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change
of Control Payment Date”);


 


(3) that any Note not properly
tendered will remain outstanding and continue to accrue interest;


 


(4) that unless the Issuer defaults
in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease
to accrue interest on the Change of Control Payment Date;


 


(5) that Holders electing to
have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled
“Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the
notice at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control
Payment Date;


 


(6) that Holders shall be entitled
to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying
agent receives, not later than the close of business on the second Business Day prior to the Change of Control Payment Date, a
facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for
purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;


 


(7) that if the Issuer is redeeming
less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal
amount to



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the unpurchased portion of the
Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;


 


(8) if such notice is mailed
prior to the occurrence of a Change of Control, stating the Change of Control Offer is conditional on the occurrence of such Change
of Control; and


 


(9) the other instructions, as
determined by the Issuer, consistent with this Section 4.14, that a Holder must follow in order to have its Notes repurchased.


 


The notice, if mailed in a manner herein
provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice
is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it
is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings
for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply
with the applicable requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control
Offer. To the extent that the applicable provisions of any securities laws or regulations conflict with the provisions of this
Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached
its obligations under this Indenture by virtue thereof.


 


(b) On the Change of Control Payment Date,
the Issuer shall, to the extent permitted by law,


 


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


 


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


 


(3) deliver, or cause to be delivered,
to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that
such Notes or portions thereof have been tendered to and purchased by the Issuer.


 


(c) The Issuer shall not be required to make
a Change of Control Offer following a Change of Control if 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 Section 4.14 applicable to a Change of Control Offer
made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding
anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such
Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control
Offer.


 


(d) Other than as specifically provided in
this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05
and 3.06 hereof.


 


(e) As noted in the definition of “Change
of Control”, so long as at the time of any Minority Business Disposition or any Minority Business Offering, the Minority
Business Disposition Condition is met, the Minority Business Assets shall not at any time be deemed to constitute “all or
substantially all” of the assets of the Issuer and its Restricted Subsidiaries. For the avoidance of doubt, no inference
shall be drawn that assets of a Non-Minority Business are deemed to constitute “all or substantially all” of the assets
of the Issuer and its Restricted Subsidiaries nor shall any inference be drawn that



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assets of a Minority Business are deemed
to constitute “all or substantially all” of the assets of the Issuer and its Restricted Subsidiaries.


 


Section 4.15 Subsidiary Guarantees.


 


(a) If the Issuer or any of its Restricted
Subsidiaries organizes, acquires, transfers assets to or otherwise invests in any Domestic Restricted Subsidiary (other than a
Domestic Restricted Subsidiary if the Net Book Value of such Domestic Restricted Subsidiary, when taken together with the aggregate
Net Book Value of all other Domestic Restricted Subsidiaries that are not Guarantors, as of such date, does not exceed in the
aggregate $50.0 million), then such Domestic Restricted Subsidiary shall:


 


(1) within 30 Business Days execute,
and deliver to the Trustee, a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic
Restricted Subsidiary shall unconditionally Guarantee all of the Issuer’s obligations under the Notes and this Indenture
on the terms set forth in this Indenture; and


 


(2) deliver to the Trustee an
Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Domestic Restricted
Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Domestic Restricted Subsidiary.


 


Thereafter, such Domestic Restricted Subsidiary
shall be a Guarantor for all purposes of this Indenture.


 


(b) In addition, (i) to the extent that the
collective Net Book Value of the Issuer’s non-Guarantor Domestic Restricted Subsidiaries, as of the date of the organization,
acquisition, transfer of assets to or investment in a non-Guarantor Domestic Restricted Subsidiary, exceeds $50.0 million, then,
within 10 Business Days of such date, the Issuer shall cause one or more of such non-Guarantor Domestic Restricted Subsidiaries
to similarly execute a supplemental indenture (and deliver the related Opinions of Counsel) pursuant to which such Domestic Restricted
Subsidiary or Domestic Restricted Subsidiaries shall unconditionally Guarantee all of the Issuer’s obligations under the
Notes and this Indenture, in each case, such that the collective Net Book Value of all remaining non-Guarantor Domestic Restricted
Subsidiaries does not exceed $50.0 million and (ii) the Issuer may, at its option, cause any other Subsidiary of the Issuer to
Guarantee its obligations under the Notes and this Indenture and enter into a supplemental indenture with respect thereto.


 


(c) Notwithstanding the foregoing, from
and after the Issue Date, the Issuer will not permit any of its Restricted Subsidiaries, directly or indirectly, by way of pledge,
intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness (other
than the Notes) of the Issuer or any Domestic Restricted Subsidiary of the Issuer, unless, in any such case, such Restricted Subsidiary
executes and delivers a supplemental indenture (and the related Opinion of Counsel) to this Indenture providing a Guarantee of
the Notes by such Restricted Subsidiary; provided that no Restricted Subsidiary shall be required to Guarantee the Notes
if and to the extent it is prohibited by law from Guaranteeing the Notes. The obligations of each Guarantee by a Restricted Subsidiary
will be limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable
law.


 


Section 4.16 Suspension of Covenants.


 





(a) Following the first day (the “Suspension
Date”) that (i) the Notes have an Investment Grade Rating from both Rating Agencies and (ii) no Default has occurred and
is continuing, the



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Issuer and its Restricted Subsidiaries will
not be subject to the provisions of this Indenture summarized herein under: Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(4)
(collectively, the “Suspended Covenants”).


 


(b) In the event that the Issuer 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”) one or both of the Rating Agencies withdraws its Investment Grade
Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries
shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension
Date and the Reversion Date is referred to herein as the “Suspension Period.” Notwithstanding that the Suspended
Covenants may be reinstated, no Default shall be deemed to have occurred as a result of a failure to comply with the Suspended
Covenants during the Suspension Period.


 


(c) During the Suspension Period, the Issuer
and its Restricted Subsidiaries shall be entitled to incur Liens to the extent provided for under Section 4.12 (including, without
limitation, Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as
though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes
of Section 4.12 and for no other provision of this Indenture).


 


(d) After any Reversion Date, (1) with respect
to any Restricted Payments made after such Reversion Date, the amount of any Restricted Payments made shall be calculated as though
the covenant described above under Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period;
and (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period shall be classified
to have been incurred or issued pursuant to Section 4.09(b)(3). Notwithstanding the foregoing, during the Suspension Period the
Issuer shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries.


 


ARTICLE V


 


SUCCESSORS


 


Section 5.01 Merger, Consolidation or
Sale of All or Substantially All Assets.


 


(a) Issuer may not consolidate or merge with
or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person
unless:


 


(1) the Issuer is the surviving
corporation or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such
sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited
liability company or similar entity organized or existing under the laws of the jurisdiction of organization of the United States,
any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the
“Successor Company”); provided that at any time the Issuer or the Successor Company is not a corporation,
a co-obligor of the Notes is a corporation organized or existing under such laws;


 


(2) the Successor Company, if
other than the Issuer, expressly assumes all the obligations of the Issuer under the Notes pursuant to supplemental indentures
or other documents or instruments in form reasonably satisfactory to the Trustee;



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(3) immediately after such transaction,
no Default exists;


 


(4) immediately after giving
pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the
beginning of the applicable four-quarter period, either (i) the Successor Company would be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) the Fixed
Charge Coverage Ratio for the Issuer (including any Successor Company thereto) and its Restricted Subsidiaries would be equal
to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;


 


(5) each Guarantor, unless it
is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by
supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes
and the Registration Rights Agreement; and


 


(6) the Issuer shall have delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer
and such supplemental indentures, if any, comply with this Indenture.


 


(b) The Successor Company shall succeed to,
and be substituted for the Issuer, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding
clauses (3) and (4) of Section 5.01(a) hereof,


 


(1) any Restricted Subsidiary
may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and


 


(2) the Issuer may merge with
an Affiliate of the Issuer solely for the purpose of (x) reincorporating the Issuer in a State of the United States or (y) the
creation of a holding company of the Issuer so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries
is not increased thereby;


 


(c) No Guarantor shall, and the Issuer shall
not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or Guarantor is the
surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties
or assets, in one or more related transactions, to any Person unless:


 


(1) (A) such Guarantor is the
surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or
to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership,
limited partnership, limited liability company or trust or similar entity organized or existing under the laws of the jurisdiction
of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia,
or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);


 


(B) the Successor Person, if
other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s
related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the
Trustee;


 


(C) immediately after such transaction,
no Default exists; and



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(D) the Issuer shall have delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer
and such supplemental indentures, if any, comply with this Indenture; or


 


(2) the transaction is made in
compliance with Section 4.10 hereof.


 


(d) In the case of clause (1) above, the
Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee.
Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor
or the Issuer.


 


(e) For purposes of this covenant, so long
as at the time of any Minority Business Disposition or any Minority Business Offering the Minority Business Disposition Condition
is met, the Minority Business Assets shall not be deemed at any time to constitute all or substantially all of the properties
or assets of the Issuer, and any sale, assignment, transfer, lease, conveyance or other disposition of all or any part of the
Minority Business Assets (whether directly or indirectly, whether by sale, assignment, transfer, lease, conveyance or other disposition
of any such properties or assets, or of any Equity Interest or other interest in any Person holding such properties or assets,
or any consolidation or merger, or winding up into, and whether in one or more transactions, or otherwise, including any Minority
Business Offering or any Minority Business Disposition) shall not be deemed at any time to constitute a consolidation with or
merger with or into or winding up into, or sale, assignment, transfer, lease, conveyance or other disposition of all or substantially
all of the properties or assets of the Issuer to, any Person. For the avoidance of doubt, no inference shall be drawn that assets
of a Non-Minority Business are deemed to constitute “all or substantially all” of the assets of the Issuer and its
Restricted Subsidiaries nor shall any inference be drawn that assets of a Minority Business are deemed to constitute “all
or substantially all” of the assets of the Issuer and its Restricted Subsidiaries.


 


Section 5.02 Successor Corporation
Substituted.


 


Upon any consolidation or merger, or any
sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer in
accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Issuer is
merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted
for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions
of this Indenture referring to the Issuer shall refer instead to the successor corporation and not to the Issuer), and may exercise
every right and power of the Issuer under this Indenture with the same effect as if such successor Person had been named as the
Issuer herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and
interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the
Issuer’s assets that meets the requirements of Section 5.01 hereof.


 


ARTICLE VI


 


DEFAULTS AND REMEDIES


 


Section 6.01 Events of Default.


 





An “Event of Default”
wherever used herein, means any one of the following events:


 


(1) default in payment when due
and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;



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(2) default for 30 days or more
in the payment when due of interest or Additional Interest on or with respect to the Notes;


 


(3)
(a) failure by the Issuer or any Guarantor to comply with its obligations under Section 5.01 hereof, (b) failure by the Issuer
or any Restricted Subsidiary to comply with its obligations under the covenants described under Sections 4.10 and 4.14 hereof
(in each case other than a failure to purchase Notes that will constitute an Event of Default under clause (1) above and other
than a failure to comply with its obligations that would cause a default under clause (a)), or (c) failure by the Issuer or any
Restricted Subsidiary to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses
(1), (2) and (a) and (b) above) contained in this Indenture or the Notes in the case of clause (b) for 30 days and in the case
of clause (c) for 60 days, in each such case after receipt of written notice given to the Issuer by the Trustee or the Holders
of not less than 25% in principal amount of the Notes;


 


(4) default under any mortgage,
indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed
by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted
Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now
exists or is created after the issuance of the Notes, if both:


 


(a)
such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving
effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness
at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due
prior to its stated maturity; and


 


(b) the principal amount of such
Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated
final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate
$30.0 million or more at any one time outstanding;


 


(5) failure by the Issuer or
any Significant Subsidiary (or group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary)
to pay final judgments aggregating in excess of $30.0 million, which final judgments remain unpaid, undischarged and unstayed
for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an
enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;


 


(6) the Issuer or any Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary (as of the
date of the most recent consolidated financial statements of the Issuer delivered pursuant to Section 4.03), pursuant to or within
the meaning of any Bankruptcy Law:


 


(i) commences proceedings to be
adjudicated bankrupt or insolvent;


 


(ii)
consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or
consent seeking reorganization or relief under applicable Bankruptcy Law;



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(iii) consents to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of
its property;


 


(iv) makes a general assignment
for the benefit of its creditors; or


 


(v) generally is not paying its
debts as they become due;


 


(7) a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that:


 


(i) is for relief against the Issuer
or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary
(as of the date of the most recent consolidated financial statements of the Issuer delivered pursuant to Section 4.03), in a proceeding
in which the Issuer, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute
a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;


 


(ii) appoints a receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Issuer or any Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary (as of the date of the most recent consolidated financial
statements of the Issuer delivered pursuant to Section 4.03), or for all or substantially all of the property of the Issuer or
any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary
(as of the date of the most recent consolidated financial statements of the Issuer delivered pursuant to Section 4.03); or


 


(iii) orders the liquidation of
the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary (as of the date of the most recent consolidated financial statements of the Issuer delivered pursuant to Section 4.03);


 


and the order or decree remains unstayed and in
effect for 60 consecutive days; or


 


(8) the Guarantee of any Significant
Subsidiary (or group of Guarantors that taken together would constitute a Significant Subsidiary) shall for any reason cease to
be in full force and effect or be declared null and void or any responsible officer of such Guarantor, as the case may be, denies
that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination
of this Indenture or the release of any such Guarantee in accordance with this Indenture and such default continues for 10 Business
Days.


 


Section 6.02 Acceleration.





 


If any
Event of Default (other than a type specified in clause (6) or (7) of Section 6.01 hereof with respect to the Issuer) occurs and
is continuing under this Indenture, the Trustee (by written notice to the Issuer) or the Holders of at least 25% in principal
amount of the then total outstanding Notes (by written notice to the Issuer and the Trustee) may declare the principal, premium,
if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.


 


Upon the effectiveness of such declaration,
such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes
if and so long as a



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committee of its Responsible Officers in
good faith determines acceleration is not in the best interest of the Holders of the Notes.


 


Notwithstanding the foregoing, in the case
of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof, all outstanding Notes shall be due and payable
immediately without further action or notice.


 


The Holders of a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except
nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.


 


Section 6.03 Other Remedies.


 


If an Event of Default occurs and is continuing,
the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes 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. A delay or omission by the Trustee
or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.


 


Section 6.04 Waiver of Past
Defaults.


 


Holders
of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default
in the payment of the principal of, premium, if any, or interest on, any Note held by a non-consenting Holder (including in connection
with an Asset Sale Offer or a Change of Control Offer) or a continuing Default in respect of a covenant or provision of this Indenture
which may not be amended or modified without the consent of all Holders; provided, subject to Section 6.02 hereof, that
the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but
no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section 6.05 Control by Majority.


 


Holders of a majority in aggregate principal
amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available
to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Notes. The Trustee, however, may
refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial
to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.



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    Section 6.06 Limitation
on Suits.


 


Subject to Section 6.07 hereof, no Holder
of a Note may pursue any remedy with respect to this Indenture or the Notes unless:


 


(1)
such Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(2)
Holders of at least 25% in aggregate principal amount of the total outstanding Notes have requested in writing that the Trustee
pursue the remedy;


 


(3)
Holders of the Notes have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;


 


(4)
the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity;
and


 


(5)
Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a written direction inconsistent
with such request within such 60-day period.


 


A Holder of a Note may not use this Indenture
to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note (it being
understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders).


 


Section 6.07 Rights of
Holders of Notes To Receive Payment.


 


Notwithstanding any other provision of this
Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and interest on the Note, on or
after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer),
or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without
the consent of such Holder.


 


Section 6.08 Collection
Suit by Trustee.


 


If an Event of Default specified in Section
6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of
an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest then due and owing on the
Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


 


Section 6.09 Restoration
of Rights and Remedies.


 


If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then in every such case, subject to any determination
in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has
been instituted.



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Section 6.10 Rights and
Remedies Cumulative.


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.11 Delay or
Omission Not Waiver.


 


No delay or omission of the Trustee or of
any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or 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 6.12 Trustee
May File Proofs of Claim.


 


The Trustee is authorized to file such 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 reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders
of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors),
its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors
appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such
claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee,
and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof
out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled
to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize 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 6.13 Priorities.


 


If the Trustee collects any money pursuant
to this Article 6, it shall pay out the money in the following order:


 


(i)
to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses
and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;



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(ii)
to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference
or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively;
and


 


(iii)
to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.


 


The Trustee may fix a record date and payment
date for any payment to Holders of Notes pursuant to this Section 6.13.


 


Section 6.14 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 a Trustee, a court in
its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.14 does not apply to a suit by the Trustee, a suit by the Issuer, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.


 


ARTICLE VII



TRUSTEE


 


Section 7.01 Duties of
Trustee.


 


(a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in its exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s
own affairs.


 


(b) Except during the continuance of an
Event of Default:


 


(i)
the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform
only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall
be read into this Indenture against the Trustee; and


 


(ii)
in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other
facts stated therein.


 


(c) The Trustee may not be relieved from
liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:



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(i)
this paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


(ii)
the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in
a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and


 


(iii)
the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 hereof.


 


(d) Whether or not therein expressly so
provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of
this Section 7.01.


 


(e) The Trustee shall be under no obligation
to exercise any of its rights or powers under this Indenture at the request or direction of any Holder of the Notes unless such
Holder has offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense.


 


(f) The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by law.


 


Section 7.02 Rights of
Trustee.


 


(a) The Trustee may conclusively rely
upon and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order 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
the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation.


 


(b) Before the Trustee acts or refrains
from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee
may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


 


(c) The Trustee may act through its attorneys
and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.


 


(d) The Trustee shall not be liable for
any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon
it by this Indenture.


 


(e) Unless otherwise specifically provided
in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the
Issuer.


 


(f) None of the provisions of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for



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believing that repayment of such funds or
indemnity satisfactory to it against such risk or liability is not assured to it.


 


(g) The Trustee shall not be deemed to
have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office, and such
notice references the Notes and this Indenture.


 


(h) In no event shall the Trustee be responsible
or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to,
loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of
the form of action.


 


(i) The rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to
act hereunder.


 


(j) The permissive rights of the Trustee
enumerated herein shall not be construed as duties.


 


(k) The Trustee may request that the Issuer
delivers an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture.


 


(l) The Trustee shall not be required
to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


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 Issuer or any Affiliate of the Issuer with the
same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any agent may do the
same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.


 


Section 7.04 Trustee’s
Disclaimer.


 


The Trustee shall not be responsible for
and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the
Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any
provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other
than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other
document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.


 


Section 7.05 Notice of
Defaults.


 


If a Default occurs and is continuing and
if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default
within 90 days after it



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occurs. Except in the case of a Default relating
to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any
continuing Default if and so long as it in good faith determines that withholding the notice is in the interests of the Holders
of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office.


 


Section 7.06 Reports
by Trustee to Holders of the Notes.


 


Within 60 days after each March 15, beginning
with March 15, 2014, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture
Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee
also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by
Trust Indenture Act Section 313(c).


 


A copy of each report at the time of its
mailing to the Holders of Notes shall be mailed to the Issuer and filed with the SEC and each stock exchange on which the Notes
are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee in writing when
the Notes are listed on any stock exchange or delisted therefrom.


 


Section 7.07 Compensation
and Indemnity.


 


The Issuer and the Guarantors, jointly and
severally, shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder
as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation
of a trustee of an express trust. The Issuer and the Guarantors, jointly and severally, shall reimburse the Trustee promptly upon
request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel.


 


The Issuer and the Guarantors, jointly and
severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability
or expense (including reasonable and documented attorneys’ fees and expenses) incurred by it in connection with the acceptance
or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this
Indenture against any Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether
asserted by any Holder, any Issuer or any Guarantor, or liability in connection with the acceptance, exercise or performance of
any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder except to the extent actually
prejudiced thereby. The Issuer shall defend the claim, and the Trustee shall cooperate in the defense of such claim. The Trustee
may have separate counsel if the Trustee shall have been advised by counsel that there may be one or more legal defenses available
to it that are different from or additional to those available to the Issuer and in the reasonable judgment of such counsel it
is advisable for the Trustee to engage separate counsel, and the Issuer shall pay the reasonable and documented fees and expenses
of any one such separate counsel (as well as such fees and expenses of one firm of local counsel in each jurisdiction in which
the primary counsel is not admitted to practice and where local counsel is necessary or advisable). The Issuer need not pay for
any settlement made without its consent, which consent shall not be unreasonably withheld. The Issuer need not reimburse any expense
or indemnify against any loss,



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liability or expense incurred as determined
in a final judgment by a court of competent jurisdiction by the Trustee through the Trustee’s own willful misconduct, negligence
or bad faith.


 


The obligations of the Issuer under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.


 


To secure the payment obligations of the
Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held
or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive
the satisfaction and discharge of this Indenture.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.


 


The Trustee shall comply with the provisions
of Trust Indenture Act Section 313(b)(2) to the extent applicable.


 


Section 7.08 Replacement
of Trustee.


 


A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as
provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by
so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by
so notifying the Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal. The Issuer
may remove the Trustee if:


 


(a) the Trustee fails to comply
with Section 7.10 hereof;


 


(b) the Trustee is adjudged a
bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;


 


(c) a custodian or public officer
takes charge of the Trustee or its property; or


 


(d) the Trustee becomes incapable
of acting.


 


If the Trustee resigns or is removed or if
a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year
after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint
a successor Trustee to replace the successor Trustee appointed by the Issuer.


 


If a successor Trustee does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer
or the Holders of at least 10% in principal amount of the then outstanding Notes may, at the expense of the Issuer, petition any
court of competent jurisdiction for the appointment of a successor Trustee.


 


If the Trustee, after written request by
any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



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A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been
paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.


 


Section 7.09 Successor
Trustee by Merger, etc.


 


If the Trustee consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.


 


Section 7.10 Eligibility;
Disqualification.


 


There shall at all times be a Trustee hereunder
that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that
is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or
state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition.


 


This Indenture shall always have a Trustee
who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture
Act Section 310(b).


 


Section 7.11 Preferential
Collection of Claims Against Issuer.


 


The Trustee is subject to Trust Indenture
Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned
or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.


 


ARTICLE VIII



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01 Option To
Effect Legal Defeasance or Covenant Defeasance.


 


The Issuer may, at its option and at any
time, elect to have either Section 8.02 or 8.03 hereof 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 Issuer’s exercise under Section
8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of
the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding
Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this
purpose, Legal Defeasance means that the Issuer 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 8.05
hereof and the other Sections of this Indenture referred to



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in (a) and (b) below, and to have satisfied
all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and
at the expense of the Issuer, shall execute proper instruments acknowledging the same) and cured all then existing Events of Default,
except for the following provisions which shall survive until otherwise terminated or discharged hereunder:


 


(a) the rights of Holders of
Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due
solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;


 


(b) the Issuer’s obligations
with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes
and the maintenance of an office or agency for payment and money for security payments held in trust;


 


(c) the rights, powers, trusts,
duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and


 


(d) this Section 8.02.


 


Subject to compliance with this Article 8,
the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.


 


Section 8.03 Covenant
Defeasance.


 


Upon the Issuer’s exercise under Section
8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of
the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03,
4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14 and 4.15 hereof and the operation of Section 5.01 with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“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 (it being understood that such Notes shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.
In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with
respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(7) (solely with respect to Restricted Subsidiaries
that are Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.


 


Section 8.04 Conditions
to Legal 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:



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In order to exercise either Legal Defeasance
or Covenant Defeasance with respect to the Notes:


 


(1) the Issuer must irrevocably
deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or
a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption
date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such
Notes are being defeased to maturity or to a particular redemption date;


 


(2) in the case of Legal Defeasance,
the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject
to customary assumptions and exclusions,


 


(a) the Issuer has received from,
or there has been published by, the United States Internal Revenue Service a ruling, or


 


(b) since the issuance of the
Notes, 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, subject to customary assumptions and exclusions, the Holders of the Notes will not
recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will
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;


 


(3) in the case of Covenant
Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such Covenant Defeasance and will be subject to such 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;


 


(4) no Default (other than
that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall
have occurred and be continuing on the date of such deposit;


 


(5) such Legal Defeasance or
Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any Credit Facility, the Convertible
Subordinated Notes or the indenture pursuant to which the Convertible Subordinated Notes were issued or any other material agreement
or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor
is bound;


 


(6) the Issuer shall have delivered
to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and
exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States
Code;





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    (7) the Issuer shall have delivered
to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating,
hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and


 


(8) the Issuer shall have delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions
and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance,
as the case may be, have been complied with.


 


Section 8.05 Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions.




 


Subject to Section 8.06 hereof, all money
and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof 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 Issuer or a Guarantor 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 Issuer shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant
to Section 8.04 hereof 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 VIII to the contrary
notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government
Securities held by it as provided in Section 8.04 hereof 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 8.06 Repayment
to Issuer.


 


The Trustee shall promptly, upon the written
request of the Issuer, and in any event no later than five Business Days after such request, pay to the Issuer after request therefore,
any excess money held with respect to the Notes at such time in excess of amounts required to pay any of the Issuer’s Obligations
then owing with respect to the Notes.


 


Any money deposited with the Trustee or
any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on any
Note and remaining unclaimed for one year after such principal and premium, if any, or interest has become due and payable shall
be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such
Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.




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Section 8.07
Reinstatement.


 


If the Trustee or Paying Agent is unable
to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, 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 Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply
all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any
payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer 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 IX



AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01 Without
Consent of Holders of Notes.


 


Notwithstanding Section 9.02 hereof, the
Issuer, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and
any Guarantee or Notes without the consent of any Holder:


 


(1)
to cure any ambiguity, omission, mistake, defect or inconsistency;


 


(2)
to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;


 


(3)
to comply with Section 5.01 hereof;


 


(4)
to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;


 


(5)
to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights
under this Indenture of any such Holder;


 


(6)
to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;


 


(7)
to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture
Act;


 


(8)
to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to
the requirements thereof;


 


(9)
to provide for the issuance of Exchange Notes;


 


(10)
to add a Guarantor or release any Guarantor from its Guarantee if such release is in accordance with the terms under this Indenture;




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(11)
to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of Notes” section
of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to
be a verbatim recitation of a provision of this Indenture, Guarantee or Notes, as provided in an Officer’s Certificate;
or


 


(12)
to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this
Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however,
that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities
Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to
transfer Notes.


 


Upon the request of the Issuer accompanied
by a resolution of the Issuer’s board of directors authorizing the execution of any such amended or supplemental indenture,
and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee shall join with the Issuer and the Guarantors
in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any
further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter
into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this
Indenture upon (i) execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the
form of which is attached as Exhibit D hereto, and (ii) delivery of an Officer’s Certificate.


 


Section 9.02 With Consent
of Holders of Notes.


 


Except as provided below in this Section
9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders
of at least a majority in principal amount of the Notes then outstanding voting as a single class (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections
6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of
a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine
which Notes are considered to be “outstanding” for the purposes of this Section 9.02.


 


Upon the request of the Issuer accompanied
by a resolution of the Issuer’s board of directors authorizing the execution of any such amended or supplemental indenture,
and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuer in the
execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall
not be obligated to, enter into such amended or supplemental indenture.


 


The consent of the Holders is not necessary
under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance
of the proposed amendment.




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After an amendment, supplement or waiver
under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing
the amendment, supplement or waiver. Any failure of the Issuer 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.


 


Without the consent of each affected Holder
of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):


 


(1)
reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;


 


(2)
reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the
redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14); provided that
the notice period for redemption may be reduced to not less than three (3) Business Days with the consent of the Holders of a
majority in principal amount of the Notes then outstanding if a notice of redemption has not prior thereto been sent to such Holders;


 


(3)
reduce the rate of or change the time for payment of interest on any Note;


 


(4)
waive a 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 Notes and a waiver of the payment default
that resulted from such acceleration;


 


(5)
make any Note payable in currency other than that stated therein;


 


(6)
make any change in the provisions of this Indenture relating to the rights of Holders to receive payments of principal of or premium,
if any, or interest on the Notes;


 


(7)
make any change to this paragraph of Section 9.02;


 


(8)
impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due
dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;


 


(9)
make any change to or modify the ranking of the Notes that would adversely affect the Holders; or


 


(10)
except as expressly permitted by this Indenture, modify the Guarantee of any Significant Subsidiary in any manner adverse to the
Holders of the Notes.


 


Section 9.03 Compliance
with Trust Indenture Act.


 


Every amendment or supplement to this
Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as
then in effect.


 


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 the Holder of a Note and every subsequent Holder
of a Note or por-




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tion 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.


 


The Issuer may, but shall not be obligated
to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If
a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their
duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke
any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall
be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been
obtained.


 


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 Issuer in exchange for all Notes may issue and
the Trustee shall, upon receipt of an Authentication Order, 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 amendment,
supplement or waiver authorized pursuant to this Article 9 if the amendment, supplement or waiver does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until its
board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be provided with and (subject
to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section
12.04 hereof, an Officer’s Certificate and an Opinion of Counsel, each stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding
obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary
exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement
adding a new Guarantor under this Indenture.


 


Section 9.07 [Reserved].




 


ARTICLE X



GUARANTEES


Section 10.01 Guarantee.


 


Subject to this Article 10, from and after
the consummation of the Transaction, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees
to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:
(a) the principal of, interest, premium, if any, on the Notes, subject to any




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applicable grace period, shall be promptly
paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or
thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in
full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is
a guarantee of payment and not a guarantee of collection.


 


The Guarantors hereby agree that their
obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture,
the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which
might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations
of the Issuer hereunder and under the Notes). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the
Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this
Indenture.


 


Each Guarantor also agrees to pay any
and all costs and expenses (including reasonable attorneys’ and agents’ fees and expenses) incurred by the Trustee
or any Holder in enforcing any rights under this Section 10.01.


 


If any Holder or the Trustee is required
by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official
acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee,
to the extent theretofore discharged, shall be reinstated in full force and effect.


 


Each Guarantor agrees that it shall not
be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment
in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided
in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations
as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor
so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.


 


Each Guarantee shall remain in full force
and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization,
should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed
for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be
effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether
as a “voidable preference,” “fraudulent transfer” or




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otherwise, all as though such payment or
performance had not been made. In the event that any payment or any part thereof is rescinded, reduced, restored or returned, the
Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


 


In case any provision of any Guarantee
shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


The Guarantee issued by any Guarantor
shall be a general unsecured obligation of such Guarantor and shall rank equally in right of payment to all existing and future
senior indebtedness of such Guarantor, if any.


 


Each payment to be made by a Guarantor
in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.


 


Section 10.02 Limitation
on Guarantor Liability.


 


Each Guarantor, and by its acceptance
of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute
a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention,
the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to
the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor
that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments
made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result
in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed
obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s
pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined
in accordance with GAAP.


 


Section 10.03 Execution
and Delivery.


 


To evidence its Guarantee set forth in
Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an authorized
officer.


 


Each Guarantor hereby agrees that its
Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement
of any notation of such Guarantee on the Notes.


 


If an officer of a Guarantor whose signature
is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee of such Guarantor
shall be valid nevertheless.


 


The delivery of any Note by the Trustee,
after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf
of the Guarantors.




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If required by Section 4.15 hereof, the
Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and
this Article 10, to the extent applicable.


 


Section 10.04 Subrogation.


 


Each Guarantor shall be subrogated to
all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of
Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled
to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable
by the Issuer under this Indenture or the Notes shall have been paid in full.


 


Section 10.05 Benefits
Acknowledged.


 


Each Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and
waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.


 


Section 10.06 Release of Guarantees.


 


A Guarantee by a Guarantor shall be automatically
and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for
the release of such Guarantor’s Guarantee, upon:


 


(1) (A) any
sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Guarantor, after which the
applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Guarantor, in
each case, provided that such sale, exchange or transfer of Capital Stock or assets is made in compliance with
the applicable provisions of this Indenture;


 


(B) if
applicable, (i) the release or discharge of the Indebtedness that pursuant to Section 4.15(c) resulted in the creation of such
Guarantee and (ii) in the case of a Guarantor that is a Minority Business Subsidiary, the consummation of a Minority Business Offering
of Equity Interests of such Guarantor if at the time of the consummation of such Minority Business Offering, both (x) the Minority
Business Disposition Condition has been satisfied and (y) such Guarantor shall have been released from all of its obligations in
respect of all Indebtedness of the Issuer and each other Restricted Subsidiary of the Issuer (other than any such Restricted Subsidiary
that is also a Subsidiary of such Minority Business Subsidiary);


 


(C) the proper designation of
any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this
Indenture; or


 


(D) the Issuer exercising their
Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under
this Indenture being discharged in accordance with the terms of this Indenture; and


 


(2)  the Issuer
delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for in this Indenture relating to such transaction have been complied with.




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ARTICLE XI



SATISFACTION AND DISCHARGE


 


Section 11.01 Satisfaction
and Discharge.


 


This Indenture will be discharged and
will cease to be of further effect as to all Notes, when either:


 


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


 


(2) (A) all Notes not theretofore
delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise,
will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer
and the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely
for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts
as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the
Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date
of maturity or redemption, as the case may be;


 


(B) the Issuer has paid or caused
to be paid all sums payable by it under this Indenture; and


 


(C) the Issuer has delivered irrevocable
instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as
the case may be.


 


In addition, the Issuer must 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.


 


Notwithstanding the satisfaction and discharge
of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section
11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge.


 


Section 11.02 Application
of Trust Money.


 


Subject to the provisions of Section 8.06
hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance
with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the
Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium,
if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.


 


If the Trustee or Paying Agent is unable
to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason
of any order or




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judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under
this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof;
provided that if the Issuer has made any payment of principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment
from the money or Government Securities held by the Trustee or Paying Agent.


 


ARTICLE XII



MISCELLANEOUS


 


Section 12.01 Trust
Indenture Act Controls.


 


If any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.


 


Section 12.02 Notices.


 


Any notice or communication by the Issuer,
any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered
or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:


 


If to the Issuer and/or any Guarantor:



c/o Griffon Corporation

712 Fifth Avenue, 18th Floor

New York, New York 10019

Attention: General Counsel

Fax: (212) 957-5040


 


with a copy to:



Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

Attention: Martin Nussbaum

Fax: (212) 698-3599


 


If to the Trustee:



Wells Fargo Bank, National Association


150 East 42nd Street, 40th Floor


New York, NY 10017


Attention: Corporate Trust Services - Administrator for
Griffon Corporation


Fax: (917) 260-1593


 


The Issuer, any Guarantor or the Trustee,
by notice to the others, may designate additional or different addresses for subsequent notices or communications.




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    All notices and communications (other than
those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar
days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided
that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.


 


Any notice or communication to a Holder
shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed
to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail
a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.


 


If a notice or communication is mailed or
otherwise delivered in the manner provided above within the time prescribed, such notice or communication shall be deemed duly
given, whether or not the addressee receives it.


 


The Trustee agrees to accept and act upon
facsimile transmission of written instructions and/or directions pursuant to this Indenture given by the Issuer, provided,
however that: (i) if requested, such Issuer, subsequent to such facsimile transmission of written instructions and/or directions,
shall provide the originally executed instructions and/or directions to the Trustee in a timely manner and (ii) such originally
executed instructions and/or directions shall be signed by an Officer of the Issuer.


 


If the Issuer mails a notice or communication
to Holders, it shall mail a copy to the Trustee and each agent at the same time.


 


Section 12.03 Communication
by Holders of Notes with Other Holders of Notes.


 


Holders may communicate pursuant to Trust
Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the
Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).


 


Section 12.04 Certificate
and Opinion as to Conditions Precedent.


 


Upon
any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture (other
than as set forth in the last sentence of Section 9.06 hereof), the Issuer or such Guarantor, as the case may be, shall furnish
to the Trustee:


 


(a)
An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements
set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been satisfied; and


 


(b)
An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth
in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied;
provided that no such opinion shall be required for the issuance of the Initial Notes.


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Section 12.05 Statements
Required in Certificate or Opinion.


 


Each certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section
4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and
shall include:


 


(a) a statement that the Person
making such certificate or opinion has read such covenant or condition;


 


(b) a brief statement as to the
nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion
are based;


 


(c) a statement that, in the opinion
of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been satisfied; and


 


(d) a statement as to whether or
not, in the opinion of such Person, such condition or covenant has been satisfied.


 


With respect to matters of fact, an Opinion
of Counsel may rely on an Officer’s Certificate, certificates of public officials or reports or opinions of experts.


 


Section 12.06 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 functions.


 


Section 12.07 No Personal
Liability of Directors, Officers, Employees and Stockholders.


 


No past, present or future director, officer,
employee, incorporator or stockholder, member or limited partner of the Issuer or any Restricted Subsidiary or any of their direct
or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the
Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each
Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes.


 


Section 12.08 Governing
Law.


 


THIS INDENTURE, THE NOTES AND ANY GUARANTEE
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.


 


Section 12.09 Waiver of
Jury Trial.


 


THE ISSUER, THE GUARANTORS AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


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Section 12.10 Force Majeure.


 


In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly
or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of
war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions
of utilities, communications or computer (software or hardware) services.


 


Section 12.11 No Adverse
Interpretation of Other Agreements.


 


This Indenture may not be used to interpret
any other indenture, loan or debt agreement of the Issuer or the Restricted Subsidiaries or of any other Person. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.


 


Section 12.12 Successors.


 


All agreements of the Issuer in this Indenture
and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements
of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof.


 


Section 12.13 Severability.


 


In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.


 


Section 12.14 Counterpart
Originals.


 


The parties may sign any number of copies
of this Indenture which, when taken together, shall constitute one instrument. Each signed copy shall be an original, but all
of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or
PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used
in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be
deemed to be their original signatures for all purposes.


 


Section 12.15 Table of
Contents, Headings, etc.


 


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


 


Section 12.16 U.S.A. Patriot
Act.


 


The parties hereto acknowledge that in accordance
with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding
of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal
entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will
provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A.
Patriot Act.


 


[Signatures on following page]



    	-104-



    	



    

	 	GRIFFON CORPORATION,
	 	as Issuer
	 	 	 	 
	 	By:	/s/ Thomas Gibbons	 
	 	Name: 	 Thomas Gibbons	 
	 	Title: 	Treasurer	 
	 	 
	 	Clopay Building Products Company, Inc.,
	 	as Guarantor	 
	 	 	 
	 	By:	/s/ Thomas Gibbons	 
	 	Name: 	Thomas Gibbons	 
	 	Title: 	Treasurer	 
	 	 	 	 
	 	Clopay Plastic Products Company, Inc.,
	 	as Guarantor	 
	 	 	 
	 	By:	/s/ Thomas Gibbons	 
	 	Name: 	Thomas Gibbons	 
	 	Title: 	Treasurer	 
	 	 	 	 
	 	Telephonics Corporation,
	 	as Guarantor
	 	 	 	 
	 	By:	/s/ Douglas J. Wetmore	 
	 	Name: 	Douglas J. Wetmore	 
	 	Title: 	Vice President	 
	 	 	 	 
	 	Ames True Temper, Inc.,
	 	as Guarantor
	 	 
	 	By:	/s/ Thomas Gibbons	 
	 	Name: 	Thomas Gibbons	 
	 	Title: 	Treasurer	 




  


Signature Page Indenture


    	 



    	



    

	 	CLOPAY Ames True Temper HOLDING CORP.,
	 	as Guarantor	 
	 	 	 	 
	 	By:	/s/ Thomas Gibbons	 
	 	Name: 	Thomas Gibbons
	 	Title: 	Treasurer
	 	 	 	 
	 	ATT SOUTHERN, Inc.,	 
	 	as Guarantor	 
	 	 	 	 
	 	By:	/s/ Thomas Gibbons	 
	 	Name:	 Thomas Gibbons	 
	 	Title:	 Treasurer	 



 


Signature Page Indenture


    	 



    	



    


	 	WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Martin Reed	 
	 	 	Name: Martin Reed
	 	 	Title: Vice President



 


Signature Page Indenture



    	 



    	



    

    EXHIBIT A


 


[Face of Note]


 


[Insert the Global Note Legend, if applicable
pursuant to the provisions of the Indenture]


 


[Insert the Private Placement Legend, if
applicable pursuant to the provisions of the Indenture]






    	A-1



    	



    

CUSIP [           ]





ISIN [           ]1


 


[RULE 144A][REGULATION S] GLOBAL NOTE




 


5.25% Senior Notes due 2022


 


	No. ___	[$______________]


 


GRIFFON CORPORATION


 


promises to pay to CEDE & CO. or registered assigns, the
principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of ________________________
United States Dollars] on March 1, 2022.


 


Interest Payment Dates: March 1 and September 1

Record Dates: February 15 and August 15


 


 





	 	 
	1	Rule 144A Note CUSIP:  398433 AG7
	 	Rule 144A Note ISIN:  US398433AG72
	 	Regulation S Note CUSIP:  U0390D AB2
	 	Regulation S Note ISIN:  USU0390DAB20




    	A-2



    	



    

IN WITNESS HEREOF, the Issuer has caused
this instrument to be duly executed.


 


Dated: February 27, 2014


 


	 	GRIFFON CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




    	A-3



    	



    

This is one of the Notes referred to in the within-mentioned
Indenture:


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    

as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory



    	A-4



    	



    

    [Back of Note]



5.25% Senior Notes due 2022


 


Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


1. INTEREST. Griffon Corporation, a Delaware
corporation (the “Issuer”), promises to pay interest on the principal amount of this Note at 5.25% per annum from February
27, 2014 until maturity. The Issuer will pay interest semi-annually in arrears on March 1 and September 1 of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on
the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date
of issuance; provided that the first Interest Payment Date shall be [September 1, 2014]2.
The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal
at the rate equal to the then applicable interest rate on the Notes to the extent lawful; and shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace
period) at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day
months.


 


2. METHOD OF PAYMENT. The Issuer will pay
interest on the Notes to the Persons who are registered Holders of Notes at the close of business on the February 15 or August
15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect
to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the register
of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal
of and interest and premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions
to the Issuer or the Paying Agent at least five Business Days in advance of the applicable Interest Payment Date. Such payment
shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts.


 


3. PAYING AGENT AND REGISTRAR. Initially,
Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may
change any Paying Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity.


 


4. INDENTURE. The Issuer issued the Notes
under an Indenture, dated as of February 27, 2014 (the “Indenture”), among Griffon Corporation, the Guarantors
named on the signature pages thereto and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated
as its 5.25% Senior Notes due 2022. The Issuer shall be entitled to issue Additional Notes pursuant to the Indenture. 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
of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred
to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts
with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


 




	2	With respect to Notes issued on the Issue Date.




    	A-5



    	



    

5. OPTIONAL REDEMPTION.


 


(a) Except as described below under clauses
5(b) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option before March 1, 2017.


 


(b) At any time prior to March 1, 2017, the
Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class
mail to each Holder of Notes to be redeemed at such Holder’s registered address, 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 to, the date of redemption
(the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest
due on the relevant Interest Payment Date


 


(c) On and after March 1, 2017, the Issuer
may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class
mail to each Holder of Notes to be redeemed at such Holder’s registered address, at the redemption prices (expressed as percentages
of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable Redemption
Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest
Payment Date, if redeemed during the twelve-month period beginning on March 1 of each of the years indicated below:


 


	Year	 	Percentage	 
	2017	 	 	103.938	%
	2018	 	 	102.625	%
	2019	 	 	101.313	%
	2020 and thereafter	 	 	100.000	%



 


(d) Until March 1, 2017, the Issuer may, at
its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes at a redemption price equal to
105.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the applicable Redemption Date,
subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest
payment date, with the net cash proceeds of one or more Equity Offerings; provided that at least 60% of the sum of
the original aggregate principal amount of Notes issued under this Indenture and the original principal amount of any Additional
Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption;
provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.


 


(e) Any redemption may, at the Issuer’s
discretion, be subject to one or more conditions precedent, which shall be set forth in the related notice of redemption, including,
but not limited to, completion of an Equity Offering, other offering or other transaction or event. In addition, if such redemption
or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and
if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or
all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event
that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed.


 


(f) Any redemption pursuant to this paragraph
5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.


 


6. MANDATORY REDEMPTION. The Issuer shall
not be required to make mandatory redemption or sinking fund payments with respect to the Notes.



    	A-6



    	



    

7. NOTICE OF REDEMPTION. Subject to Section
3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before
the redemption date (except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is
issued in connection with Article VIII or Article XI of the Indenture) to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $2,000 may be redeemed in part but only in amounts of $2,000 or whole multiples of
$1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest
ceases to accrue on Notes or portions thereof called for redemption. Redemption amounts shall only be paid upon presentation and
surrender of any such Notes to be redeemed. Payment of the redemption price and performance of the Issuer’s obligations in
connection with any redemption may be performed by another Person.


 


8. OFFERS TO REPURCHASE.


 


(a) Upon the occurrence of a Change of Control,
the Issuer shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal
to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of
the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change
of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.


 


(b) The Issuer is, subject to certain conditions
and exceptions, obligated to make an offer to purchase Notes and certain other Pari Passu Indebtedness at 100% of their principal
amount, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of repurchase, with certain Excess
Proceeds of Asset Sales in accordance with the Indenture.


 


9. DENOMINATIONS, TRANSFER, EXCHANGE. The
Notes are in registered form without coupons in a minimum amount of $2,000 and integral multiples of $1,000 in excess thereof.
The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require
a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed
in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of
a notice of redemption of Notes to be redeemed or any Notes selected for redemption or tendered (and not withdrawn) for repurchase
in connection with a Change of Control Offer or Asset Sale Offer.


 


10. PERSONS DEEMED OWNERS. The registered
Holder of a Note may be treated as its owner for all purposes.


 


11. AMENDMENT, SUPPLEMENT AND WAIVER. The
Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.


 


12. DEFAULTS AND REMEDIES. The Events of Default
relating to the Notes are defined in Section 6.01 of the Indenture. If any 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 the principal, premium, if any, interest
and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due
and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees



    	A-7



    	



    

except as provided in the Indenture. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except
a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee
may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except
a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting
Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required
to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within 60 days
after becoming aware of any Default, to deliver to the Trustee an Officer’s Certificate specifying such Default and what
action the Issuer proposes to take with respect thereto.


 


13. AUTHENTICATION. This Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature
of the Trustee.


 


14. GOVERNING LAW. THE LAWS OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.


 


15. CUSIP NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on
the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed thereon.


 


16. Registration Rights Agreement.
The Holder of this Note shall be entitled to the benefits of a Registration Rights Agreement, dated as of the Issue Date, among
the Issuer, the Guarantors and the Initial Purchasers.


 


The Issuer will furnish to any Holder upon written
request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address:


 


Griffon Corporation

712 Fifth Avenue, 18th Floor

New York, New York 10019

Fax: (212) 957-5040

Attention: General Counsel



    	A-8



    	



    

ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


	(I) or (we) assign and transfer this Note to: 	 



(Insert assignee’s legal
name)


 


 


	(Insert assignee’s soc. sec. or tax I.D. no.)


 


	 	 
	 	 
	 	 


(Print or type assignee’s name, address
and zip code)


	and irrevocably appoint	 


to transfer this Note on the books of the Issuer. The agent may
substitute another to act for him.


 


	Date: 	 	 	 	 
	 	 	 
	 	Your Signature: 	 
	 	 	(Sign exactly as your name appears on the face of this Note)


 


	Signature Guarantee*: 	 	 


 


* Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).



    	A-9



    	



    

OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:


 


[   ] Section 4.10          [   ]
Section 4.14


 


If you want to elect to have only part of this
Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:


 


	 	$	 	 


 


	Date: 	 	 	 	 
	 	 	 	 	 
	 	Your Signature: 	 
	 	 	(Sign exactly as your name appears on the face of this Note)


 


	 	Tax Identification No.: 	 


 


	Signature Guarantee*: 	 	 


 


* Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).



    	A-10



    	



    

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE*


 


The initial outstanding principal amount of this
Global Note is $__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for
a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this 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 

signatory

of Trustee or 

Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 


 





*This schedule should be included only if the Note is issued in
global form.


    	A-11



    	



    

    EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


Griffon Corporation

712 Fifth Avenue, 18th Floor

New York, New York 10019

Fax: (212) 957-5040

Attention: General Counsel


 


Wells Fargo Bank, National Association,


as Trustee and Registrar – DAPS Reorg


MAC N9303-121


608 2nd Avenue South


Minneapolis, MN 55479


Telephone No.: (877) 872-4605


Fax No.: (866) 969-1290


Email: DAPSreorg@WellsFargo.com


 


Re: 5.25% Senior Notes due 2022


 


Reference is hereby made to the Indenture,
dated as of February 27, 2014 (the “Indenture”), among Griffon Corporation, the Guarantors named on the signature
pages thereto and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


_______________ (the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________
in such Note[s] or interests (the “Transfer”), to _______________ (the “Transferee”), as
further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1. [      ] CHECK IF TRANSFEREE WILL TAKE DELIVERY
OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant
to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred
to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account,
or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such
account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements
of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.


 


2. [      ] CHECK IF TRANSFEREE WILL TAKE DELIVERY
OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 promulgated under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed
and believes that the Transferee was outside the United States or (y) the transaction



    	B-1



    	



    

was executed in, on or through the facilities
of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction
was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements
of Rule 903(b) or Rule 904(b) of Regulation S promulgated under the Securities Act (iii) the transaction is not part of a plan
or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to
the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture
and the Securities Act.


 


3. [      ] CHECK AND COMPLETE IF TRANSFEREE
WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE
144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests
in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable
blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check
one):


 


(a) [      ] such Transfer is being
effected pursuant to and in accordance with Rule 144 promulgated under the Securities Act;


 


or


 


(b) [      ] such Transfer is being
effected to the Issuer or a subsidiary thereof;


 


or


 


(c) [      ] such Transfer is being
effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act.


 


4. [      ] CHECK IF TRANSFEREE WILL TAKE DELIVERY
OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.


 


(a) [      ] CHECK IF TRANSFER IS PURSUANT
TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 promulgated under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and
in the Indenture.


 


(b) [      ] CHECK IF TRANSFER IS PURSUANT
TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 promulgated under the
Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance



    	B-2



    	



    

with the Securities Act. Upon consummation
of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note
will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.


 


(c) [      ] CHECK IF TRANSFER IS PURSUANT
TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements
of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive
Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.



    	B-3



    	



    

This certificate and the statements contained
herein are made for your benefit and the benefit of the Issuer.


 


	 	[Insert Name of Transferor]
	 	 
	 	By:	Name:
	 	 	Title:
	 	 	 
	Dated: 	 	 	 	 




    	B-4



    	



    

ANNEX A TO CERTIFICATE OF TRANSFER


 


	 	1.	The Transferor owns and proposes to transfer the following:
	 	 	 
	 	 	[CHECK ONE OF (a) OR (b)]	 	 
	 	 	 	 	 	 
	 	(a)	[  ] a beneficial interest in the:
	 	 	 
	 	 	(i)	[  ] 144A Global Note (CUSIP [                ]), or	 
	 	 	 	 	 
	 	 	(ii)	[  ] Regulation S Global Note (CUSIP [                ]), or
	 	 	 	 
	 	(b)	[  ] a Restricted Definitive Note.	 	 
	 	 	 	 	 
	 	2.	After the Transfer the Transferee will hold:	 	 
	 	 	 	 	 
	 	 	[CHECK ONE]	 	 
	 	 	 	 	 
	 	(a)	[  ] a beneficial interest in the:	 	 
	 	 	 	 	 
	 	 	(i)	[  ] 144A Global Note (CUSIP [                ]), or	 
	 	 	 	 	 
	 	 	(ii)	[  ] Regulation S Global Note (CUSIP[                ]), or
	 	 	 	 
	 	 	(iii)	[  ] Unrestricted Global Note (CUSIP[                ]),
    or
	 	 	 	 
	 	(b)	[  ] a Restricted Definitive Note; or	 	 
	 	 	 	 	 
	 	(c)	[  ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.




    	B-5



    	



    

    EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


 


Griffon Corporation

712 Fifth Avenue, 18th Floor

New York, New York 10019

Fax: (212) 957-5040

Attention: General Counsel


 


Wells Fargo Bank, National Association

     as Trustee and Registrar – DAPS Reorg


MAC N9303-121


608 2nd Avenue South


Minneapolis, MN 55479


Telephone No.: (877) 872-4605


Fax No.: (866) 969-1290


Email: DAPSreorg@WellsFargo.com


 


Re: 5.25% Senior Notes due 2022


 


Reference is hereby made to the Indenture, dated
as of February 27, 2014 (the “Indenture”), among Griffon Corporation, the Guarantors named on the signature
pages thereto and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


___________ (the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________
in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:


 


1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES
OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED
GLOBAL NOTE


 


a)
[     ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner
hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in
accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States.


 


b)
[     ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED
DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Own-




    	C-1



    	



    

er’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


c)
[     ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial
interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.


 


d)
[     ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In
connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and
the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the
United States.


 


2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES
OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
NOTES


 


a)  [     ] CHECK IF EXCHANGE IS FROM
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal
amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Definitive Note and in the Indenture and the Securities Act.


 


b)
[     ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] [     ] 144A Global Note [     ] Regulation S Global Note, with an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer
and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States.




    	C-2



    	



    

Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Issuer and are dated _____________.


 


	 	 	 	[Insert Name of Transferor]
	 	 	 	 	 
	 	 	 	By: 	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	Dated:	 	 	 	 




    	C-3



    	



    

EXHIBIT D


 


[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]


 


Supplemental Indenture (this
“Supplemental Indenture”), dated as of __________, among Griffon Corporation, a Delaware corporation (the
“Issuer”), [          ], a subsidiary of the Issuer and
a  [     ] [corporation] (the “Guaranteeing Subsidiary”), the other Guarantors party to the Indenture (as
defined below), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Issuer and the Guarantors (as defined
in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “Indenture”),
dated as of February 27, 2014, providing for the issuance of an unlimited aggregate principal amount of 5.25% Senior Notes due
2022 (the “Notes”);


 


WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture
on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and


 


WHEREAS, pursuant to Section 9.01 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:


 


(1) Capitalized Terms. Capitalized
terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


(2) Agreement to Guarantee. The Guaranteeing
Subsidiary hereby agrees as follows:


 


(a) The Guaranteeing Subsidiary hereby
becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations
and agreements of a Guarantor under the Indenture, subject to the terms and conditions set forth in the Indenture.


 


(b) The Guaranteeing Subsidiary agrees,
on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder
of the Notes and the Trustee the Obligations pursuant to Article 10 of the Indenture on a senior basis.


 


(3) No Personal Liability of Directors,
Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator or stockholder, member
or limited partner of the Issuer or any Restricted Subsidiary or any of their direct or indirect parent companies shall have any
liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, the Guarantees,
the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of such obligations or their
creation.




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(4) Execution and Delivery. The Guaranteeing
Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any
notation of such Guarantee on the Notes.


 


(5) Governing Law. THIS SUPPLEMENTAL
INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.


 


(6) Counterparts. The parties may sign
any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission
shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu
of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall
be deemed to be their original signatures for all purposes.


 


(7) Effect of Headings. The Section
headings herein are for convenience only and shall not affect the construction hereof.


 


(8) The Trustee. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.


 


(9) Benefits Acknowledged. The Guaranteeing
Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges
that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental
Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such
benefits.


 


(10) Successors. All agreements of
the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise provided in the Indenture
(including without limitation Section 10.06 of the Indenture). All agreements of the Trustee in this Supplemental Indenture shall
bind its successors.




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


 


	 	[GUARANTEEING SUBSIDIARY]
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




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