Form 8-K

8-K — GRIFFON CORP

Accession: 0000930413-26-002595

Filed: 2026-08-19

Period: 2026-08-18

CIK: 0000050725

SIC: 3442 (METAL DOORS, SASH, FRAMES, MOLDING & TRIM)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — c117477_8k-ixbrl.htm (Primary)

EX-4.1 (c117477_ex4-1.htm)

EX-99.1 (c117477_ex99-1.htm)

EX-99.2 (c117477_ex99-2.htm)

GRAPHIC (x1_c117477x280x1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: c117477_8k-ixbrl.htm · Sequence: 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported): August 18, 2026

GRIFFON CORPORATION

(Exact name of registrant as specified in its

charter)

Commission File Number: 001-06620

Delaware 11-1893410

(State or other jurisdiction

of incorporation) (IRS Employer

Identification No.)

712 Fifth Avenue, 18th Floor

New York, New York 10019

(Address of principal executive offices, including zip code)

(212) 957-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered

Common Stock, $0.25 par value GFF New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

Notes Offering

On August 18, 2026, Griffon Corporation (the “Company”)

completed its previously announced notes offering (the “Notes Offering”) of $800 million aggregate principal amount of 6.25%

senior notes due 2034 (the “Notes”). The Notes were sold in a private placement pursuant to a purchase agreement, dated August

10, 2026, among the Company, the guarantors named therein (the “Guarantors”) and BofA Securities, Inc., as representative

of the several initial purchasers of the Notes (the “Initial Purchasers”). The Notes were resold by the Initial Purchasers

to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”),

and to non-U.S. persons pursuant to Regulation S of the Securities Act. The Notes have not been registered under the Securities Act or

the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable

exemption from the registration requirements thereunder. The net proceeds to the Company from the Notes Offering were approximately $792

million.

Indenture

In connection with the Notes Offering, the Company

entered into an Indenture (the “Indenture”), dated as of August 18, 2026, among the Company, the Guarantors and Computershare

Trust Company, N.A., as trustee (the “Trustee”).

Certain terms and conditions of the Notes and the

Indenture are as follows:

Maturity. The Notes mature on October 1,

2034.

Interest. The Notes accrue interest at a

rate of 6.25% per year. Interest on the Notes is paid semi-annually on each April 1 and October 1, beginning on April 1, 2027.

Ranking. The Notes and guarantees will be

senior unsecured obligations of the Company and the Guarantors and will be:

• equal in right of payment to all of the Company’s and the Guarantors’

existing and future unsecured indebtedness and other obligations that are not, by their terms,

expressly subordinated in right of payment to the Notes;

• effectively subordinated to

all of the Company’s and the Guarantors’ existing and future secured indebtedness

and other obligations to the extent of the value of the collateral securing that indebtedness

and other obligations;

• structurally subordinated to

all existing and future indebtedness and other obligations of any of the Company’s

or the Guarantors’ subsidiaries that do not guarantee the Notes; and

• senior in right of payment to

any of the Company’s and the Guarantors’ existing and future subordinated indebtedness.

Guarantees. The Notes will be initially unconditionally

guaranteed on a joint and several and senior unsecured basis by Ames Hunter Holdings Corporation, Clopay Ames Holding Corp., Clopay Corporation,

CornellCookson, LLC, Cornell Real Estate Holdings, LLC, Hunter Fan Company and Griffon AMES Holdco LLC. If the Company or any of its restricted

subsidiaries organize, acquire, transfer assets to or otherwise invest in any newly created or acquired domestic restricted subsidiary

(other than a domestic restricted subsidiary if the Net Book Value (as defined in the Indenture) of such domestic restricted subsidiary’s

assets, when taken together with the aggregate Net Book Value of the assets 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 unconditionally

guarantee the Notes.

In addition, to the extent that the collective Net

Book Value of the assets of the Company’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 one or more of such

non-guarantor

domestic restricted subsidiaries shall guarantee the Notes, such that the collective Net Book Value of the assets of all

remaining non-guarantor domestic restricted subsidiaries does not exceed $50.0 million.

Optional Redemption. The Company may redeem

some or all of the Notes at any time prior to October 1, 2029, for cash at a redemption price equal to 100% of their principal amount

plus the Applicable Premium (as defined in the Indenture), plus accrued and unpaid interest to the redemption date. In addition, at any

time (which may be more than once) before October 1, 2029, the Company may redeem up to 40% of the outstanding Notes with the proceeds

from one or more public equity offerings at a redemption price equal to 106.250% of the principal amount of the Notes to be redeemed,

plus accrued and unpaid interest to the date of redemption, provided that the Notes are redeemed within 90 days of completing the public

equity offering and at least 60% of the aggregate principal amount of Notes issued remains outstanding afterwards.

Additionally, the Company may redeem the Notes,

in whole or in part, at any time on and after October 1, 2029 at the redemption prices set forth in the Indenture (initially 103.125%

of the principal amount of the Notes and declining to 100% of the principal amount of the Notes on or after October 1, 2031), plus accrued

and unpaid interest to the redemption date.

Repurchases at the Option of Holders. Upon

the occurrence of a Change of Control (as defined in the Indenture) or certain Asset Sales (as defined in the Indenture), the Company

must offer to repurchase the Notes at a price equal to 101%, in the case of a Change of Control, or 100%, in the case of an Asset Sale,

of the principal amount of the Notes plus accrued and unpaid interest to the date of repurchase.

Covenants. The Indenture contains customary

covenants limiting the Company’s ability and the ability of the Company’s restricted subsidiaries to, among other things:

• incur additional debt, issue

preferred stock or enter into sale and leaseback transactions;

• issue preferred stock of subsidiaries;

• make certain investments in

unrestricted subsidiaries;

• create liens on the Company’s

and its restricted subsidiaries’ assets;

• enter into transactions with

affiliates;

• merge, consolidate or sell substantially

all of the Company’s assets;

• transfer and sell assets;

• create restrictions on dividends

or other payments by the Company’s restricted subsidiaries; and

• create guarantees of indebtedness

by restricted subsidiaries.

These covenants are subject to a number of important limitations and

exceptions, which are set forth in the Indenture filed as an exhibit hereto. Many of these covenants will cease to apply to the Notes

during any period that the Notes have investment grade ratings from both Moody’s Investors Service, Inc. and S&P Global Ratings,

provided no default has occurred and is continuing under the Indenture.

Events of Default. If an event of default,

as specified in the Indenture, shall occur and be continuing, either the Trustee or the holders of a specified percentage of the Notes

may accelerate the maturity of all the Notes.

The description of certain terms of the Indenture

set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Indenture, which is filed herewith

as Exhibit 4.1 and which is incorporated herein by reference.

Credit Agreement

On August 18, 2026, the Company and certain of

its subsidiaries entered into the Third Amendment to Fifth Amended and Restated Credit Agreement (the “Amendment”), which

amended and restated the Company’s Fifth Amended and Restated Credit Agreement, dated as of January 24, 2022, as previously amended

(the “Existing Credit Agreement”), with Bank of America, N.A., as administrative agent, and the several banks and other financial

institutions or entities from time to time parties thereto.

The Existing Credit Agreement, as amended by the

Amendment (the “Amended and Restated Credit Agreement”), replaces and refinances the existing revolving commitments and revolving

loans under the Existing Credit Agreement with a new $500 million revolving credit facility (unchanged from the Existing Credit Agreement)

(the “Revolving Credit Facility”), and extends the maturity date of the Revolving Credit Facility to August 18, 2031 (five

years after the effective date of the Amendment). It also provides for a $125 million letter of credit sub-facility and a $200 million

multicurrency sub-facility (both unchanged from the Existing Credit Agreement) and provides that borrowings under the Revolving Credit

Facility bear interest, at the Company’s option, at the Term SOFR rate or the Alternate Base Rate, in each case plus an applicable

margin based on the Company’s consolidated leverage ratio. The applicable margins range from 1.50% to 2.50% per annum for Term SOFR

loans and from 0.50% to 1.50% per annum for Alternate Base Rate loans. The initial applicable margins are 1.75% per annum for Term SOFR

loans and 0.75% per annum for Alternate Base Rate loans. The commitment fee for undrawn commitments under the Revolving Credit Facility

ranges from 0.15% to 0.35% per annum, with an initial commitment fee of 0.20% per annum. The Amended and Restated Credit Agreement permits

the Company, subject to certain conditions, to incur incremental revolving commitments, incremental term loans and certain other incremental

equivalent debt in an aggregate amount up to the greater of $500 million and an additional amount determined by reference to a maximum

consolidated senior secured leverage ratio of 3.50 to 1.00. It also eliminates the annual capital expenditures financial covenant previously

contained in the Existing Credit Agreement.

Borrowings under the Revolving Credit Facility

may be repaid and reborrowed from time to time prior to maturity, subject to the terms and conditions of the Amended and Restated Credit

Agreement.

The Revolving Credit Facility contains the following

financial maintenance tests: (i) a maximum consolidated leverage ratio of 5.50 to 1.00, (ii) a maximum consolidated senior secured leverage

ratio of 3.50 to 1.00 and (iii) a minimum consolidated interest coverage ratio of 2.00 to 1.00.

The obligations under the Amended and Restated

Credit Agreement are guaranteed by certain of the Company’s domestic subsidiaries and are secured by liens on substantially all

of the assets of the Company and such guarantors, subject to customary exceptions and exclusions. The Amended and Restated Credit Agreement

also contains customary affirmative and negative covenants and events of default.

A copy of the Amendment, including the Amended

and Restated Credit Agreement, is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Amendment

and the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment

and the Amended and Restated Credit Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant

The information provided in Item 1.01 of this Report is hereby

incorporated by reference into this Item 2.03.

Item 8.01. Other Events

On August 18, 2026, the Company issued a press release announcing the

closing of the Notes Offering and its entry into the Amended and Restated Credit Agreement. A copy of the press release is attached hereto

as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits.

4.1

Indenture, dated as of August 18, 2026, among Griffon Corporation, the Guarantors named on the signature pages thereto and Computershare Trust Company, N.A., as Trustee.

99.1

Third Amendment to Fifth Amended and Restated Credit Agreement, dated as of August 18, 2026, by and among Griffon Corporation, Bank of America, N.A., as administrative agent, and the several banks and other financial institutions or entities from time to time parties thereto.

99.2

Press Release, dated August 18, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GRIFFON CORPORATION

Date: August 19, 2026

By:

/s/ Seth L. Kaplan

Seth L. Kaplan

Executive Vice President

NYSE

0000050725

false

0000050725

2026-08-18

EX-4.1

Filename: c117477_ex4-1.htm · Sequence: 2

Exhibit 4.1

Execution Version

INDENTURE

Dated as of August 18, 2026

Among

GRIFFON CORPORATION,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee

6.250% SENIOR NOTES DUE 2034

TABLE OF CONTENTS

Page

ARTICLE

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01

Definitions

Section 1.02

Other Definitions

Section 1.03

Trust Indenture Act

Section 1.04

Rules of Construction

Section 1.05

Acts of Holders

Section 1.06

Certain Determinations

Section 1.07

Financial Calculations for Limited Condition Transactions

ARTICLE

THE NOTES

Section 2.01

Form and Dating; Terms

Section 2.02

Execution and Authentication

Section 2.03

Registrar and Paying Agent

Section 2.04

Paying Agent To Hold Money in Trust

Section 2.05

Holder Lists

Section 2.06

Transfer and Exchange

Section 2.07

Replacement Notes

Section 2.08

Outstanding Notes

Section 2.09

Treasury Notes

Section 2.10

Temporary Notes

Section 2.11

Cancellation

Section 2.12

Defaulted Interest

Section 2.13

CUSIP or ISIN Numbers

ARTICLE

III

REDEMPTION

Section 3.01

Notices To Trustee

Section 3.02

Selection of Notes To Be Redeemed or Purchased

Section 3.03

Notice of Redemption

Section 3.04

Effect of Notice of Redemption

Section 3.05

Deposit of Redemption or Purchase Price

Section 3.06

Notes Redeemed or Purchased in Part

Section 3.07

Optional Redemption

Section 3.08

Mandatory Redemption

Section 3.09

Offers To Repurchase by Application of Excess Proceeds

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Page

ARTICLE

COVENANTS

Section 4.01

Payment of Notes

Section 4.02

Maintenance of Office or Agency

Section 4.03

Reports and Other Information

Section 4.04

Compliance Certificate

Section 4.05

Taxes

Section 4.06

Stay, Extension and Usury Laws

Section 4.07

Limitation on Investments in Unrestricted Subsidiaries

Section 4.08

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Section 4.09

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

Section 4.10

Asset Sales

Section 4.11

Transactions with Affiliates

Section 4.12

Liens

Section 4.13

Corporate Existence

Section 4.14

Offer To Repurchase Upon Change of Control

Section 4.15

Subsidiary Guarantees

Section 4.16

Suspension of Covenants

ARTICLE

SUCCESSORS

Section 5.01

Merger, Consolidation or Sale of All or Substantially All Assets

Section 5.02

Successor Corporation Substituted

ARTICLE

DEFAULTS AND REMEDIES

Section 6.01

Events of Default

Section 6.02

Acceleration

Section 6.03

Other Remedies

Section 6.04

Waiver of Past Defaults

Section 6.05

Control by Majority

Section 6.06

Limitation on Suits

Section 6.07

Rights of Holders of Notes To Receive Payment

Section 6.08

Collection Suit by Trustee

Section 6.09

Restoration of Rights and Remedies

Section 6.10

Rights and Remedies Cumulative

Section 6.11

Delay or Omission Not Waiver

Section 6.12

Trustee May File Proofs of Claim

Section 6.13

Priorities

Section 6.14

Undertaking for Costs

Section 6.15

Noteholder Direction

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Page

ARTICLE

VII

TRUSTEE

Section 7.01

Duties of Trustee

Section 7.02

Rights of Trustee

Section 7.03

Individual Rights of Trustee

Section 7.04

Trustee’s Disclaimer

Section 7.05

Notice of Defaults

Section 7.06

[Reserved]

Section 7.07

[Reserved]

Section 7.08

Compensation and Indemnity

Section 7.09

Replacement of Trustee

Section 7.10

Successor Trustee by Merger, etc.

Section 7.11

Eligibility; Disqualification

ARTICLE

VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01

Option To Effect Legal Defeasance or Covenant Defeasance

Section 8.02

Legal Defeasance and Discharge

Section 8.03

Covenant Defeasance

Section 8.04

Conditions to Legal or Covenant Defeasance

Section 8.05

Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions

Section 8.06

Repayment to Issuer

Section 8.07

Reinstatement

ARTICLE

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01

Without Consent of Holders of Notes

Section 9.02

With Consent of Holders of Notes

Section 9.03

[Reserved]

Section 9.04

Revocation and Effect of Consents

Section 9.05

Notation on or Exchange of Notes

Section 9.06

Trustee To Sign Amendments, etc.

ARTICLE

GUARANTEES

Section 10.01

Guarantee

Section 10.02

Limitation on Guarantor Liability

Section 10.03

Execution and Delivery

Section 10.04

Subrogation

Section 10.05

Benefits Acknowledged

Section 10.06

Release of Guarantees

-iii-

Page

ARTICLE

SATISFACTION AND DISCHARGE

Section 11.01

Satisfaction and Discharge

Section 11.02

Application of Trust Money

ARTICLE

XII

MISCELLANEOUS

Section 12.01

[Reserved]

Section 12.02

Notices

Section 12.03

[Reserved]

Section 12.04

Certificate and Opinion as to Conditions Precedent

Section 12.05

Statements Required in Certificate or Opinion

Section 12.06

Rules by Trustee and Agents

Section 12.07

No Personal Liability of Directors, Officers, Employees and Stockholders

Section 12.08

Governing Law

Section 12.09

Waiver of Jury Trial

Section 12.10

Force Majeure

Section 12.11

No Adverse Interpretation of Other Agreements

Section 12.12

Successors

Section 12.13

Severability

Section 12.14

Counterpart Originals

Section 12.15

Table of Contents, Headings, etc.

Section 12.16

U.S.A. Patriot Act

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

-iv-

INDENTURE, dated as of August 18, 2026 among

Griffon Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature

pages hereto and Computershare Trust Company, N.A., a national banking association, as Trustee (as defined herein).

W I T N E S S E T H

WHEREAS, the Issuer has duly authorized the creation

of an issue of (a) $800,000,000 aggregate principal amount of 6.250% Senior Notes due 2034 (the “Initial Notes”

and, together with any Additional Notes, the “Notes”). The Initial 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 Notes” means any

additional Notes issued after the Issue Date having identical terms and conditions to the Initial Notes, except for issue date, issue

price and first interest payment date, 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 October 1, 2029 (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 October 1, 2029 (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 other securities that have an Investment Grade Rating 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;

that is permitted to be made, and is made, under Section 4.07 hereof;

(d) any disposition of assets or issuance

or sale of Equity Interests of a Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market

value of less than $30.0 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;

-2-

(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.

“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

-3-

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

(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.

-4-

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.

“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.

“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.

-5-

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) [reserved],

(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

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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) restructuring charges incurred in connection

with the closing and restructuring of certain manufacturing facilities and non-recurring restructuring charges incurred in connection

with certain facilities of Clopay Corporation and The Ames Companies, 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.

“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.

“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 1505 Energy Park Drive, St. Paul, MN 55108 Attention: CCT 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).

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“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 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.

“Derivative Instrument” means,

with respect to a Person, any contract, instrument or other right to receive payment or delivery of cash or other assets to which such

Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in

the Notes (other than a Regulated Bank, an Initial Purchaser or its Affiliate or Screened Affiliate) is a party (whether or not requiring

further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by

the value and/or performance of the Notes and/or the creditworthiness of the Issuer and/or any one or more of the Guarantors (the “Performance

References”).

“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

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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.

“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

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, Qualified Receivables Financing, 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

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(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 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; plus

(i) the amount of “run rate”

cost savings, operating expense reductions, operational improvements and synergies projected by the Issuer in good faith to be realized

as a result of any significant transaction after the Issue Date (calculated on a pro forma basis as though such cost savings, operating

expense reductions, operational improvements and synergies had been realized on the first day of such period and as if such cost savings,

operating expense reductions, operational improvements and synergies were realized during the entirety of such period), net of the amount

of actual benefits realized during such period from such actions; provided that (x) such cost savings, operating expense reductions, operational

improvements and synergies are reasonably anticipated to be realized and factually supportable and quantifiable in the good faith judgment

of the Issuer, (y) such actions are to be taken within 18 months after the consummation of the significant transaction which is expected

to result in such cost savings, expense reductions, operational improvements or synergies, and (z) no cost savings, operating expense

reductions, operational improvements or synergies shall be added pursuant to this clause (i) to the extent duplicative of any expenses

or charges otherwise added to EBITDA, whether through a pro forma adjustment or otherwise, for such period; provided, further, that the

add-backs pursuant to this clause (i) for any four fiscal quarter period shall not exceed 20% of EBITDA for such four fiscal quarter period

(determined after giving effect to any add-backs pursuant to this clause (i));

(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,

the early extinguishment of Indebtedness or Hedging Obligations or other derivative,

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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.

“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)

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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 “Pro Forma Compliance 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 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.

-12-

“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.

“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;

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(b) evidenced by bonds, notes, debentures

or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect

thereof);

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 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 IX 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

the initial purchasers listed on the cover of the Offering Memorandum.

“interest” means, with respect

to the Notes, interest, if any, on the Notes (regardless of whether so stated).

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“Interest Payment Date” means

April 1 and October 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, 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 August

18, 2026.

“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.

“Limited Condition Transaction“

means (a) any Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition

of Capital Stock or otherwise), whose consummation is not conditioned on the availability of, or on obtaining, third-party financing,

(b) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock

requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment and (c) any

repurchase of Capital Stock, dividend or other distribution requiring irrevocable notice in advance thereof.

“Long Derivative Instrument”

means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under

which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases,

and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Moody’s” means Moody’s

Investors Service, Inc. and any successor to its rating agency business.

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“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 Short” means, with respect

to a Holder or beneficial owner of Notes, as of a date of determination, either (i) the value of its and its Affiliates’ Short Derivative

Instruments as a whole exceeds the sum of (x) the value of its and its Affiliates’ Notes as a whole plus (y) the value of its and

its Affiliates’ Long Derivative Instruments as a whole as of such date of determination or (ii) it is reasonably expected that such

would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 International Swaps and Derivatives

Association, Inc. Credit Derivatives Definitions) to have occurred with respect to the Issuer or any Guarantor immediately prior to such

date of determination.

“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-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 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

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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 of the Notes.

“Offering Memorandum” means

the offering memorandum, dated August 10, 2026, relating to the sale of the Notes.

“Officer” means the Chairman

of the Board, the Chief Executive 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.

“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 by the Issuer or any

of its Restricted Subsidiaries in a Person if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary;

(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;

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(2) 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;

(3) 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);

(4) Hedging Obligations permitted under

clause (10) of Section 4.09(b) hereof;

(5) guarantees of Indebtedness permitted

under Section 4.09 hereof;

(6) 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);

(7) additional Investments having an aggregate

fair market value, taken together with all other Investments made pursuant to this clause (7) 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;

(8) 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;

(9) 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;

(10) 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;

(11) lease, utility and other similar deposits

in the ordinary course of business;

(12) 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;

(13) 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;

(14) Investments in Unrestricted Subsidiaries

having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (14) on or after the Issue

Date, that are at that time outstanding, not to exceed $50.0 million (with the fair market value of

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each Investment being measured at

the time made and without giving effect to subsequent changes in value); and

(15) other Investments if at the time of

and after giving pro forma effect to each such Investment (including, without limitation, the incurrence of any Indebtedness to finance

such Investment) the Total Leverage Ratio shall not exceed 3.50 to 1.00; provided, however, that at the time of, and after giving effect

to, any Investment permitted under this clause (15), no Default shall have occurred and be continuing or would occur as a consequence

thereof.

“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 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);

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(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 account 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;

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(19) other Liens securing obligations incurred

which obligations do not exceed at any one time outstanding the greater of (x) $200.0 million and (y) 40.0% of 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;

(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;

(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;

(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; and

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(30) Liens on cash proceeds of Indebtedness

(and on the related escrow account) in connection with the issuance of such Indebtedness into (and pending the release from) a customary

escrow arrangement, to the extent such Indebtedness is incurred in compliance with Section 4.09 hereof.

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 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:

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(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

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.

“Regulated Bank” means (x)

a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000 that is (i) a U.S. depository institution

the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of the

U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval

by and under the supervision of the Board of Governors under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled

by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar

office thereof supervised by a bank regulatory authority in any jurisdiction or (y) any Affiliate of a Person set forth in clause (x)

above to the extent that (1) all of the Capital Stock of such Affiliate is directly or indirectly owned by either (I) such Person set

forth in clause (x) above or (II) a parent entity that also owns, directly or indirectly, all of the Capital Stock of such Person set

forth in clause (x) and (2) such Affiliate is a securities broker or dealer registered with the SEC under Section 15 of the Exchange Act.

“Record Date” for the interest

payable on any applicable Interest Payment Date means March 15 or September 15 (whether or not a Business Day) next preceding such Interest

Payment Date.

“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

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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 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.

“Rule 903” means Rule 903

promulgated under the Securities Act.

“Rule 904” means Rule 904

promulgated under the Securities Act.

“S&P” means S&P Global

Ratings, a division of S&P Global 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.

“Screened Affiliate” means

any Affiliate of a Holder of Notes or, if the Holder is the DTC or DTC’s nominee, of a beneficial owner of Notes, (i) that makes

investment decisions independently from such Holder or beneficial owner and any other Affiliate of such Holder that is not a Screened

Affiliate, (ii) that has in place customary information screens between it and such Holder or beneficial owner and any other Affiliate

of such Holder or beneficial owner that is not a Screened Affiliate and such screens prohibit the sharing of information with respect

to the Issuer or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or beneficial owner or any other Affiliate

of such Holder or beneficial owner that is acting in concert with such Holder in connection with its investment in the Notes and (iv)

whose investment decisions are not influenced by the investment decisions of

-24-

such Holder or beneficial owner or any other Affiliate of

such Holder or beneficial owner of Notes that is acting in concert with such Holders or beneficial owners in connection with its investment

in the Notes.

“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.

“Senior Credit Facility” means

the Credit Facility under the Sixth Amended and Restated Credit Agreement, dated August 18, 2026, as amended, by and among Griffon Corporation,

Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, BNP Paribas, Goldman Sachs & Co. LLC, Deutsche

Bank Securities Inc. as co-syndication agent, Capital One, National Association, M&T Securities, The Toronto-Dominion Bank, New York

Branch and Morgan Stanley Senior Funding, Inc., 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).

“Short Derivative Instrument”

means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally

increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or

delivery obligations under which generally decrease, with negative changes to the Performance References.

“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

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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) Indebtedness of the Issuer or any of its Restricted Subsidiaries (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 “Total Leverage Ratio,”

“EBITDA” shall be subject to the adjustments applicable to “EBITDA” as provided for in the definition of “Fixed

Charge Coverage Ratio.”

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“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 October 1, 2029; provided, however,

that if the period from the Redemption Date to October 1, 2029 is less than one year, the weekly average yield on actively 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 Computershare

Trust Company, N.A., 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) New AMES Equity Sub LLC;

(2) Griffon 2L Loan Holdco, LLC;

(3) any Subsidiary of an Unrestricted Subsidiary;

and

(4) any Subsidiary of the Issuer which at

the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below).

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.

The Issuer may designate any Restricted Subsidiary

(other than a Receivables Subsidiary) to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that (1)

any such designation shall be deemed to constitute an Investment by the Issuer or its applicable Restricted Subsidiary in such Unrestricted

Subsidiary at the time of such designation in an amount equal to the fair market

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value of the Issuer’s or such Restricted Subsidiary’s

investment therein, and such deemed Investment shall be permitted only to the extent it is permitted to be made pursuant to clause (7)

or (14), as applicable, of the definition of “Permitted Investments” (and, once so designated, all outstanding Investments

by the Issuer and its Restricted Subsidiaries in such Subsidiary will be deemed to have been made pursuant to such clause (7) or (14),

as applicable, for so long as such Subsidiary remains an Unrestricted Subsidiary), (2) the Subsidiary to be so designated does not hold

any Indebtedness, Disqualified Stock or Preferred Stock, or own any Capital Stock of, the Issuer or any of its Restricted Subsidiaries

and (3) all outstanding Investments owned by such Subsidiary in the Issuer or any of its Restricted Subsidiaries will be deemed to be

made as of such time and will reduce the amount available under clause (7) or (14), as applicable, of the definition of “Permitted

Investments”, as applicable (or, if such Investments are not then permitted to be made under clause (7) or (14), as applicable,

the Issuer shall not be permitted to so designate such Subsidiary as an Unrestricted Subsidiary). 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.

Section 1.02 Other Definitions.

Term

Defined in

Section

“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

“Directing Holder”

6.15

“DTC”

2.03

“Event of Default”

6.01

“Excess Proceeds”

4.10

“Fixed Amounts”

1.06

“incur”

4.09

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Term

Defined in

Section

“Incurrence Based Amounts”

1.06

“Initial Lien”

4.12

“Legal Defeasance”

8.02

“LCT Election”

1.07

“LCT Test Date”

1.07

“Note Register”

2.03

“Noteholder Direction”

6.15

“Offer Amount”

3.09

“Offer Period”

3.09

“Paying Agent”

2.03

“Performance References”

1.01

“Position Representation”

6.15

“Purchase Date”

3.09

“Redemption Date”

3.07

“Refinancing Indebtedness”

4.09

“Registrar”

2.03

“Reversion Date”

4.16

“Successor Company”

5.01

“Successor Person”

5.01

“Suspended Covenants”

4.16

“Suspension Date”

4.16

“Suspension Period”

4.16

“Verification Covenant”

6.15

Section 1.03 Trust Indenture Act.

This Indenture will not be qualified under the

Trust Indenture Act or subject to the terms of the Trust Indenture Act.

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;

(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;

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(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;

(k) the words “including,” “includes”

and similar words shall be deemed to be followed by “without limitation;” and

(l) the term “consolidated”

with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any

Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

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.

(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.

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 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

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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.

Section 1.06 Certain Determinations

Notwithstanding anything to the contrary in this

Indenture, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of any covenant

that does not require compliance with a financial ratio or test (including the Fixed Charge Coverage Ratio, the Secured Leverage Ratio

and the Total Leverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently or in a series of related

transactions with any amounts incurred or transactions entered into (or consummated) in reliance on a provision in such covenant that

requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood

and agreed that the Fixed Amounts (and any cash proceeds thereof) in such covenant shall be disregarded in the calculation of the financial

ratio or test applicable to the Incurrence Based Amounts in such covenant in connection with such incurrence, but full pro forma effect

shall be given to all applicable and related transactions (including the use of proceeds of all Indebtedness to be incurred and any repayments,

repurchases and redemptions of Indebtedness) and all other permitted pro forma adjustments.

Section 1.07 Financial Calculations

for Limited Condition Transactions

(a) When calculating the availability under any

basket or ratio under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction

and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified

Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, dividends and dispositions or distributions),

in each case, at the option of the Issuer (the Issuer’s election to exercise such option, an “LCT Election”), the date

of determination for

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availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement

or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under

this Indenture shall be deemed to be the date (the “LCT Test Date”) either (a) that the definitive agreements for such Limited

Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a dividend or

distribution or similar event), (b) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers

applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information

service in respect of a target of a Limited Condition Transaction is made (or that equivalent notice under equivalent laws, rules or regulations

in such other applicable jurisdiction is made), (c) that notice is given with respect to any redemption, repurchase, defeasance, satisfaction

and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such redemption,

repurchase, defeasance, satisfaction and discharge or repayment or (d) that notice is given with respect to any dividend or other distribution

requiring irrevocable notice in advance thereof and, in each case, if, after giving pro forma effect to the Limited Condition Transaction

and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified

Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, dividends or other distributions and dispositions)

and any related pro forma adjustments, the Issuer or any of the Restricted Subsidiaries would have been permitted to take such actions

or consummate such transactions on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related requirements

and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or

satisfied) for all purposes (in the case of Liens, for example, whether such Liens are to secure Indebtedness that is committed, issued

or incurred at the LCT Test Date or at any time thereafter); provided that (a) if financial statements for one or more subsequent fiscal

quarters shall have become available, the Issuer may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on

the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT

Test Date for purposes of such ratios, tests or baskets and (b) except as contemplated in the foregoing clause (a), compliance with such

ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable

LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments,

the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens,

repayments, dividends or distributions and dispositions).

(b) For the avoidance of doubt, if the Issuer

has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test

Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations

in any such ratio, test or basket, including due to fluctuations in EBITDA of the Company or the Person subject to such Limited Condition

Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of

such fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default)

for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have

been complied with or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such requirements

and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be

deemed not to have occurred or be continuing); and (3) in calculating the availability under any ratio, test or basket in connection with

any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier

of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption,

purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable,

without consummation of such Limited Condition

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Transaction, any such ratio, test or basket shall be determined or tested giving pro forma

effect to such Limited Condition Transaction.

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.

of Initial Notes that may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000, 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).

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.

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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 III.

(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

any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder.

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.

The Issuer initially appoints The Depository

Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

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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. 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.

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.

(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

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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

(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

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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 a registration rights agreement;

(B) such transfer is effected pursuant to

an effective registration statement under the Securities Act;

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.

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

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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;

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.

(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

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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) [reserved],

(B) such transfer is effected pursuant to

an effective registration statement under the Securities Act;

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.

(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

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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;

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) [reserved],

(B) such transfer is effected pursuant to

an effective registration statement under the Securities Act;

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

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(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:

(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

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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) [reserved],

(B) such transfer is effected pursuant to

an effective registration statement under the Securities Act;

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 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:

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“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), (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 OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7)

PROMULGATED UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”)), (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) INSIDE THE UNITED

STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE

TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE

FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN

COMPLIANCE WITH RULE 904 PROMULGATED UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED

BY RULE 144 PROMULGATED UNDER THE SECURITIES ACT (IF AVAILABLE), (F) 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 (G) 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. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY,

IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH

CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE

PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 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.”

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(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.

(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 returned 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

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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.

(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.

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(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.

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.

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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). Evidence 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 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. The Trustee shall not at any time be under any duty

or responsibility to any holder of Notes to

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determine the Defaulted Interest, or with respect to the nature, extent, or calculation

of the amount of Defaulted Interest owed, or with respect to the method employed in such calculation of the Defaulted Interest.

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.

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 10 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 national 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 or through book-entry transfer. 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 10 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

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$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.

At any time, in connection with any offer

to purchase the Notes (including pursuant to a Change of Control Offer), if Holders of at least 90% in aggregate principal amount

of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days

following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered

to each holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if

any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant

record date to receive interest due on an interest payment date occurring on or prior to the redemption date. In determining whether

the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn

Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer,

or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.

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 10 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 VIII or Article XI

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;

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;

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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; and

(i) the conditions, if any, to

such notice of redemption.

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 one Business Day 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 Issuer shall provide prompt written notice to the Trustee prior to the close of business two Business Days prior to the Redemption

Date rescinding such redemption and notice of redemption shall be rescinded and of no force or effect. Upon receipt of such notice

from the Issuer rescinding such redemption, the Trustee shall promptly send a copy of such notice to the Holders of such series

of Notes to be redeemed in the same manner in which the notice of redemption was given. 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

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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.

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 October 1, 2029,

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, 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 October 1, 2029, 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, 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 October 1 of each of the years

indicated below:

On and after

Percentage

October 1, 2029

103.125%

October 1, 2030

101.563%

October 1, 2031 and thereafter

100.000%

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 106.250% of the aggregate principal amount thereof, plus accrued and unpaid 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 this 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.

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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.

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.

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.

(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;

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(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

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

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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 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 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 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 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 Investments in Unrestricted Subsidiaries

The Issuer shall not, and shall not permit

any of its Restricted Subsidiaries to, directly or indirectly, make any Investments in Unrestricted Subsidiaries other than Permitted

Investments.

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;

(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

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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

(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.

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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 outstanding at one time not to exceed the sum of

(x) $500.0 million, (y) $500.0 million and (z) an additional amount such that at the time of the incurrence of such Indebtedness

and after giving pro forma effect thereto, the Secured Leverage Ratio would not exceed 4.00 to 1.00 (provided that any such Indebtedness

incurred in reliance on this clause (z) will be deemed secured at all times it is outstanding for purposes of calculating the Secured

Leverage Ratio);

(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 related

Guarantee issued in respect of the Initial Notes (other than any Additional 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 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) 20.0% of 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;;

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(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);

(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;

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(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) 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 the greater of (x) $200.0 million and (y) 40.0% of 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;

(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

(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

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(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 VIII 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), $200.0 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;

(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

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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 at any time outstanding the greater of (x) $75.0 million and

(y) 15.0% of 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.

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)(x) 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.

(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

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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:

(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;

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;

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shall be deemed to be cash or Cash Equivalents for

purposes of this provision and for no other purpose.

(b) Within 450 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

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

(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;

(3) to make an Asset Sale Offer;

(4) any combination of the

foregoing.

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 $150.0 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, 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 $150.0 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

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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

(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) 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,

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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;

(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

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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 3.50 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 V 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 other 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 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

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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 10 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 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 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.

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(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.

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.

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 Officer’s Certificate and 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

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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.

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 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.

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, 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.

(e) The Issuer shall notify the Trustee

of the commencement or the termination of any Suspension Period. The Trustee shall have no obligation to independently determine

or verify if a Suspension Date or Reversion Date has occurred or notify the holders of the occurrence or termination of

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any Suspension

Period. The Trustee may provide a copy of such notice to any Holder of Notes upon request.

ARTICLE V

SUCCESSORS

Section 5.01 Merger,

Consolidation or Sale of All or Substantially All Assets.

(a) The 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;

(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 and the

Notes; 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

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(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;

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;

no Default exists; and

(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.

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.

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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;

(2) default for 30 days or

more in the payment when due of 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, at any

one time outstanding exceeds the greater of (x) $100.0 million and (y) 20.0% of 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;

(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 the greater of (x) $100.0 million and (y) 20.0% of 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, which final judgments

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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;

(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

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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 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

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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.

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

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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.

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

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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 VI, it shall pay out the money in the following order:

(i) to the Trustee in all of

its capacities, its agents and attorneys for amounts due under this Indenture, including payment of all compensation, expenses

and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

(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.

Section 6.15 Noteholder Direction.

Any notice of Default, notice of acceleration

or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder

Direction”) provided by any one or more Holders of the Notes (other than any Holder that is a Regulated Bank, an Initial

Purchaser or an Affiliate of an Initial Purchaser acting in concert with such Initial Purchaser in connection with such Initial

Purchaser’s investment in the Notes (in each case, as evidenced by delivery of an officer’s certificate to the Trustee

from such Initial Purchaser or Affiliate certifying as to its status as an Initial Purchaser or such an Affiliate thereof)) (each

a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Issuer and the Trustee

that such Holder is not (or, in the case such Holder is the DTC or its nominee, that such Holder is being instructed solely by

beneficial owners that have represented to such holder that they are not) Net Short (a “Position Representation”),

which representation, in the case of a Noteholder Direction relating to a notice of Default, shall be deemed repeated at all times

until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing

Holder is deemed at the time of providing a Noteholder Direction to covenant to provide the Issuer with such other information

as the Issuer may reasonably request from time to

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time in order to verify the accuracy of such holder’s Position Representation

within five business days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever

to provide this information to the Issuer or to obtain this information for the Issuer. In any case in which the holder of the

notes is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial

owner of the notes in lieu of DTC or its nominee and DTC, shall be entitled to conclusively rely on such Position Representation

and Verification Covenant in delivering its direction to the Trustee.

If, following the delivery of a Noteholder

Direction, but prior to the acceleration of the notes, the Issuer determines in good faith that there is a reasonable basis to

believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an officer’s

certificate that the Issuer has instituted litigation with a court of competent jurisdiction seeking a determination that such

Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that

resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and

the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final

and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder

Direction, but prior to acceleration of the notes, the Issuer provides to the Trustee an officer’s certificate stating that

a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically

stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction

shall be automatically reinstituted and any remedy stayed until such time as the Issuer provides the Trustee with an officer’s

certificate that the Verification Covenant has been satisfied; provided that the Issuer shall promptly deliver such officer’s

certificate to the Trustee upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation

(as evidenced by an officer’s certificate delivered to the Trustee) shall result in such holder’s participation in

such Noteholder Direction being disregarded; and if, without the participation of such holder, the percentage of notes held by

the remaining holders of the notes that provided such Noteholder Direction would have been insufficient to validly provide such

Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed

never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any

notice of such Default or Event of Default; provided, however, this shall not invalidate any indemnity or security provided by

the Directing Holders of the notes to the Trustee which obligations shall continue to survive.

With their acquisition of the notes, each

Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Issuer

in accordance with the terms of this Section 6.02. Each Holder and subsequent purchaser of the Notes waives any and all claims,

in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of,

and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02, or arising

out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction.

The Issuer waives any and all claims, in

law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and

agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02, or arising

out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction.

For the avoidance of doubt, the Trustee will

treat all holders of the notes equally with respect to their rights under this Section 6.02. In connection with the requisite percentages

required under the indenture to exercise remedies, the Trustee shall be entitled to treat all outstanding notes equally

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irrespective

of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery

of the Noteholder Direction.

The Issuer agrees that any and all other

actions that the Trustee takes or omits to take in connection with this Section 6.02 and all fees, costs and expenses of the Trustee

and its agents and counsel arising as a result of, or in connection with, the application of the foregoing provisions shall be

covered by the Trustee related expense and indemnity provisions.

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.

liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(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.

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(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.

(g) The Issuer will be responsible for

making all calculations called for under this Indenture or the Notes. The Issuer will make all such calculations in good faith

and, absent manifest error, its calculations will be final and binding on Holders. The Issuer will provide a schedule of its calculations

to the Trustee when reasonably requested by the Trustee, and the Trustee is entitled to rely conclusively upon the accuracy of

such calculations without independent verification. The Trustee will deliver a copy of any such schedule to any Holder upon the

written request of such Holder.

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.

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 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

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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 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

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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 [Reserved].

Section 7.07 [Reserved].

Section 7.08 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, 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.

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Section 7.09 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;

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.

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 7.10 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts

into, or transfers or sells 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 7.11 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

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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.

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 VIII.

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 Issuer 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 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;

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 VIII,

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

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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:

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

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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 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;

(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.

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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 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.

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;

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(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) [reserved];

(8) to evidence and provide

for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) [reserved];

(10) to add a Guarantor or

release any Guarantor from its Guarantee if such release is in accordance with the terms under this Indenture;

(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

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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.

After an amendment, supplement or waiver

under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby at such Holder’s

address appearing in the register of Holders a notice (or, for so long as the Notes are held in global form, to notify The Depository

Trust Company in accordance with its procedures for notice) briefly describing the amendment, supplement or waiver. However, any

failure of the Issuer to give such notice to all Holders of the Notes, or any defect therein, shall not in any way impair or affect

the validity of any such amendment, supplement or waiver. Any supplemental indenture for the purpose of adding a Subsidiary Guarantee

shall be signed by the Issuer, the Subsidiary providing the Subsidiary Guarantee, and the Trustee.

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;

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(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 [Reserved].

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver

becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder

of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent

is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note

if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An

amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

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 IX 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

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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.

ARTICLE X

GUARANTEES

Section 10.01 Guarantee.

Subject to this Article X, 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 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

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be accelerated as provided

in Article VI 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 VI 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 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 X, 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.

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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.

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

X, 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) 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

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Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII 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.

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 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

irrevocable written 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

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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 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 [Reserved].

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: Stephen Leitzell, Esq.

Fax: (215) 994-2222

If to the Trustee:

Computershare Trust Company, N.A.

1505 Energy Park Drive

St. Paul, MN 55108

Attn: CCT Administrator for Griffon Corporation

Email: Mark.Vonderharr@computershare.com

-96-

The Issuer, any Guarantor or the Trustee,

by notice to the others, may designate additional or different addresses for subsequent notices or communications.

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. 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 [Reserved].

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 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;

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.

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 hereunder arising out of or caused by, directly or indirectly,

forces beyond its

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control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or

military disturbances, pandemics, epidemics, recognized public emergencies, quarantine restrictions, nuclear or natural catastrophes

or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services,

and hacking, cyber-attacks, or other use or infiltration of the Trustee’s technological infrastructure exceeding authorized

access; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking

industry to resume performance as soon as practicable under the circumstances.

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.

This Indenture shall be valid, binding, and

enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i)

any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of

the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of

the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned,

or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes

have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be

entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature,

or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or

authenticity thereof. This Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original,

but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures

shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due

to the character or intended character of the writings. Table of Contents, Headings, etc.

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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 12.15 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]

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IN WITNESS WHEREOF, the parties have caused this

Indenture to be duly executed as of the date first written above.

GRIFFON CORPORATION,

as Issuer

By: /s/ Seth L. Kaplan

Name: Seth L. Kaplan

Title: Executive Vice President

AMES HUNTER HOLDINGS CORPORATION,

as Guarantor

By: /s/ Seth L. Kaplan

Name: Seth L. Kaplan

Title: Vice President

CLOPAY AMES HOLDINGS CORP.,

as Guarantor

By: /s/ Seth L. Kaplan

Name: Seth L. Kaplan

Title: Vice President

CLOPAY CORPORATION,

as Guarantor

By: /s/ Seth L. Kaplan

Name: Seth L. Kaplan

Title: Vice President

CORNELLCOOKSON, LLC,

as Guarantor

By: /s/ Seth L. Kaplan

Name: Seth L. Kaplan

Title: Vice President

[Signature Page to Indenture]

cornell real

estate holdings, llc,

as Guarantor

By: /s/ Seth L. Kaplan

Name: Seth L. Kaplan

Title: Vice President

hunter fan company,

as Guarantor

By: /s/ Seth L. Kaplan

Name: Seth L. Kaplan

Title: Vice President

griffon ames holdco llc,

as Guarantor

By: /s/ Seth L. Kaplan

Name: Seth L. Kaplan

Title: Vice President

[Signature Page to Indenture]

computershare

trust company, n.a., as Trustee

By:

/s/ Corey J. Dahlstrand

Name: Corey J. Dahlstrand

Title: Vice President

[Signature Page to 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

6.250% Senior

Notes due 2034

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 October 1, 2034.

Interest Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

Rule 144A Note CUSIP: 398433 AR3

Rule 144A Note ISIN: US398433AR38

Regulation S Note CUSIP: U0390D AJ5

Regulation S Note ISIN: USU0390DAJ55

A-2

IN WITNESS HEREOF, the Issuer has caused this instrument

to be duly executed.

Dated: August 18, 2026

GRIFFON CORPORATION

By:

Name:

Title:

A-3

This is one of the Notes referred to in the within-mentioned Indenture:

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee

By:

Authorized Signatory

A-4

[Back of Note]

6.250% Senior Notes due 2034

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 6.250% per annum from August 18, 2026 until maturity. The Issuer will pay interest semi-annually in arrears on April 1 and October

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 [April 1, 2027]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

March 15 or September 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 payment of the Indenture

with respect to defaulted interest, except that at the option of the Issuer, 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, Computershare Trust Company, N.A., 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 August 18, 2026 (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 6.250% Senior Notes due 2034. The Issuer shall be entitled to issue Additional Notes pursuant to the Indenture. The

Notes are subject to all such terms, and Holders are referred to the Indenture 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.

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 October 1,

2029.

(b) At

any time prior to October 1, 2029, the Issuer may redeem all or a part of the Notes, upon not less than 10 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,

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

and after October 1, 2029, the Issuer may redeem the Notes, in whole or in part, upon not less than 10 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, 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 October 1 of each of the years

indicated below:

Year

Percentage

2029

103.125%

2030

101.563%

2031 and thereafter

100.000%

(d) Until

October 1, 2029, 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 106.250% of the aggregate principal amount thereof, plus accrued and unpaid 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.

(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 10 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, 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 Event of Default 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 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.

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

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

Computershare Trust Company, National Association

Attn: Corporate Trust Services - DAPS Reorg

1505 Energy Park Drive

St. Paul, MN 55108

Phone: 1-800-344-5128

Email: CCTBondholderCommunications@computershare.com

Re: 6.250% Senior Notes due 2034

Reference is hereby made to the Indenture, dated

as of August 18, 2026 (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 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

B-1

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;

(b) [ ]

such Transfer is being effected to the Issuer or a subsidiary thereof;

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 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

B-2

restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes

and in the Indenture.

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

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 [ ]),

(ii)

[ ] Regulation S Global Note (CUSIP

[ ]),

(b)

[ ] a Restricted Definitive Note.

After

the Transfer the Transferee will hold:

[CHECK ONE]

(a)

[ ]

a beneficial interest in the:

(i)

[ ] 144A Global Note (CUSIP [ ]),

(ii)

[ ] Regulation S Global Note (CUSIP[ ]),

(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

Computershare Trust Company, National Association

Attn: Corporate Trust Services - DAPS Reorg

1505 Energy Park Drive

St. Paul, MN 55108

Phone: 1-800-344-5128

Email: CCTBondholderCommunications@computershare.com

Re: 6.250% Senior Notes due 2034

Reference is hereby made to the Indenture, dated

as of August 18, 2026 (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 Owner’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

C-1

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. 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

C-2

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 Computershare Trust Company, N.A., 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 August 18, 2026, providing for the issuance of an unlimited aggregate principal amount of 6.250% Senior Notes due 2034 (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 X 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.

D-1

(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.

D-2

IN WITNESS WHEREOF, the parties hereto have caused

this Supplemental Indenture to be duly executed, all as of the date first above written.

GRIFFON CORPORATION

By:

Name:

Title:

[GUARANTEEING SUBSIDIARY]

By:

Name:

Title:

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee

By:

Name:

Title:

D-3

EX-99.1

Filename: c117477_ex99-1.htm · Sequence: 3

Exhibit 99.1

Execution Version

THIRD AMENDMENT TO FIFTH AMENDED AND

RESTATED CREDIT AGREEMENT

THIRD AMENDMENT TO

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 18, 2026 (this “Agreement”), to that certain

Fifth Amended and Restated Credit Agreement, dated as of January 24, 2022 (as amended, restated, amended and restated, supplemented

or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among Griffon Corporation,

a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from

time to time parties thereto (the “Revolving Lenders”), Bank of America, N.A., as administrative agent (in such

capacity, the “Administrative Agent”), and the other agents party thereto.

RECITALS:

WHEREAS,

the Borrower has requested that (i) all of the outstanding Revolving Commitments (as defined in the Credit Agreement) (the “Existing

Revolving Commitments”; the Revolving Loans (as defined in the Credit Agreement) outstanding thereunder immediately prior

to the Sixth Restatement Effective Date (as defined below), the “Existing Revolving Loans”, and the Revolving

Lenders (as defined in the Credit Agreement) holding such Existing Revolving Commitments and/or Existing Revolving Loans, collectively,

the “Existing Revolving Lenders”) be replaced with a new revolving credit facility (the “New Revolving

Facility”) in accordance with Section 10.02 of the Credit Agreement by obtaining new revolving credit commitments (the

“New Revolving Commitments”; the revolving loans thereunder, the “New Revolving Loans”) and

(ii) the Credit Agreement be amended and restated in the form set forth in Exhibit A hereto (the “Sixth

Amended and Restated Credit Agreement”);

WHEREAS, pursuant

to Section 10.02 of the Credit Agreement, the Credit Agreement may be amended to permit the refinancing, replacement or modification

of all or any portion of any Existing Revolving Commitments and the extensions of credit made thereunder with the New Revolving

Facility, with the written consent of the Administrative Agent, the Borrower and the Revolving Lenders providing such New Revolving

Facility;

WHEREAS, upon the

occurrence of the Sixth Restatement Effective Date, the New Revolving Commitments and New Revolving Loans will replace and refinance,

as applicable, the Existing Revolving Commitments and Existing Revolving Loans;

WHEREAS, upon the

occurrence of the Sixth Restatement Effective Date, the Credit Agreement will be deemed to be amended and restated in the form

of the Sixth Amended and Restated Credit Agreement;

WHEREAS,

each Person that executes and delivers a “Revolving Lender Addendum” signature page to this Agreement (a “Revolving

Lender Addendum”) will (i) agree to the terms of this Agreement and the Sixth Amended and Restated Credit Agreement,

(ii) agree to continue all of its Existing Revolving Commitments as New Revolving Commitments (such continued revolving commitments,

the “Continued Revolving Commitments”; and such Revolving Lenders, the “Continuing Revolving Lenders”)

and/or commit to make New Revolving Commitments (such New Revolving Commitments, the “Additional Revolving Commitments”,

and the revolving loans thereunder, the “Additional Revolving Loans”, and

the Revolving Lenders of such Additional Revolving Commitments and Additional Revolving Loans, the “Additional Revolving

Lenders”; and the Additional Revolving Lenders together with the Continuing Revolving Lenders, the “New Revolving

Lenders”), in each case, on the Sixth Restatement Effective Date in a principal amount as set forth under the heading

“Revolving Commitments” on Schedule 1.01 in Exhibit B attached hereto and (iii) agree to make New Revolving

Loans from time to time;

WHEREAS, upon the

occurrence of the Sixth Restatement Effective Date and subject to the provisions of Section 2.05(c) of the Sixth Amended and Restated

Credit Agreement, the proceeds of the New Revolving Loans will be used by the Borrower to repay in full the outstanding principal

amount of the Existing Revolving Loans;

WHEREAS, the New Revolving

Lenders are severally willing to (i) continue their Existing Revolving Commitments as New Revolving Commitments and/or make Additional

Revolving Commitments, as the case may be, and make New Revolving Loans from time to time and (ii) agree to the terms of this Agreement

and the Sixth Amended and Restated Credit Agreement;

WHEREAS,

the Borrower, the Administrative Agent and the New Revolving Lenders are willing to agree to

this Agreement and the Sixth Amended and Restated Credit Agreement on the terms set forth herein;

WHEREAS, immediately

after giving effect to this Agreement, the initial amount of each Revolving Lender’s Revolving Commitment is set forth on

Schedule 1.01 in Exhibit B attached hereto;

WHEREAS,

BofA Securities, Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Goldman Sachs

Bank USA and Wells Fargo Securities, LLC will act as joint lead arrangers and joint bookrunners (collectively, the “Third

Amendment Arrangers”), in each case, for this Agreement;

WHEREAS,

BNP Paribas, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Wells Fargo Bank, National

Association will act as co-syndication agents (collectively, the “Third Amendment Co-Syndication Agents”) for

this Agreement; and

WHEREAS, Capital One,

National Association, Manufacturers and Traders Trust Company, Morgan Stanley Senior Funding, Inc. and TD Bank, N.A. will act as

co-documentation agents (collectively, the “Third Amendment Co-Documentation Agents”) for this Agreement;

NOW, THEREFORE, in

consideration of the premises contained herein, and for good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereby agree as follows:

Section 1. Defined

Terms. Unless otherwise specifically defined herein, each term used herein (including in the recitals above) has the meaning

assigned to such term in the Sixth Amended and Restated Credit Agreement.

Section 2. Amendments to Credit Agreement.

(a) The

Borrower, the Administrative Agent, the Issuing Lenders and the Revolving Lenders agree that, on the Sixth

Restatement Effective Date, the Credit Agreement (excluding all exhibits and schedules thereto) shall be amended and restated

in the form set forth in Exhibit A hereto. To the extent of conflict between the terms of the Sixth Amended and Restated

Credit Agreement and the other Loan Documents, the terms of the Sixth Amended and Restated Credit Agreement shall control. As used

in the Sixth Amended and Restated Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”,

“hereinafter”, “hereto”, “hereof”, and words of similar import shall, unless the context otherwise

requires, mean, from and after the replacement of the terms of the Credit Agreement by the terms of the Sixth Amended and Restated

Credit Agreement, the Sixth Amended and Restated Credit Agreement.

(b) Schedules 1.01,

4.13, 4.14, 4.15(a), 4.16, 7.01(a), 7.01(b), 7.02, 7.06, 7.09 and 10.01 to the Credit Agreement are hereby amended and restated

in their entirety in the form of Schedules

1.01, 4.13, 4.14, 4.15(a), 4.16, 7.01(a),

7.01(b), 7.02, 7.06, 7.09 and 10.01, as applicable, attached hereto as Exhibit B.

Section 3. Conditions.

This Agreement and the Sixth Amended and Restated Credit Agreement shall become effective on the date (the “Sixth

Restatement Effective Date”) on which all of the following conditions precedent have been satisfied or waived:

(a) the Administrative

Agent shall have received this Agreement, duly executed and delivered by a duly authorized officer of each of (A) the Borrower,

(B) the Administrative Agent, (C) each Subsidiary Guarantor, (D) the Issuing Lenders and (E) the New Revolving Lenders (which,

in the case of this clause (E), may take the form of the Revolving Lender Addendum);

(b) the Borrower

shall have paid, or caused to have been paid, to the Third Amendment Arrangers, the Administrative Agent and the New Revolving

Lenders, as applicable, all fees and other amounts due and payable on or prior to the date hereof, including, without limitation,

to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and

disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder, under any Loan Document or as otherwise

mutually agreed prior to the Sixth Restatement Effective Date;

and warranties of the Borrower set forth in the Sixth Amended and Restated Credit Agreement, and of each Loan Party in each of

the Loan Documents to which it is a party, shall be true and correct in all material respects (except for representations and warranties

that are already qualified by materiality, which representations and warranties shall be true and correct in all respects after

giving effect to such qualification) on and as of the Sixth Restatement Effective Date; provided that any representation

and warranty that expressly relates to a given date shall be true and correct in all material respects as of such given date; provided,

further, that the representations and warranties contained in Section 4.04(a) of the Sixth Amended and Restated Credit Agreement

shall be deemed to refer to the most recent financial statements required to be delivered pursuant to Section 6.01 of the Sixth

Amended and Restated Credit Agreement;

(d) no Default shall

have occurred and be continuing;

(e) the Administrative

Agent shall have received a certificate, dated the Sixth Restatement Effective Date and signed by a Responsible Officer of the

Borrower, confirming compliance with the conditions set forth in clauses (c) and (d) of this Section 3;

(f) the

Administrative Agent shall have received a written opinion (addressed to the Administrative Agent,

the Issuing Lenders and the Revolving Lenders and dated as of the Sixth Restatement Effective Date) of Dechert LLP, which

shall be in form reasonably satisfactory to the Administrative Agent, and covering such other matters

relating to the Loan Parties (other than Cornell Real Estate Holdings, LLC), this Agreement, the Sixth Amended and Restated Credit

Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request (and the Borrower

hereby instructs such counsel to deliver such opinion to the Revolving Lenders, the Issuing Lenders and the Administrative Agent);

(g) the Administrative

Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating

to incumbency, the organization, existence and good standing of the Borrower and each other Loan Party and the authorization of

the transactions contemplated by this Agreement all in form and substance reasonably satisfactory to the Administrative Agent and

its counsel;

(h) to the extent

the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and to the extent requested

by the Administrative Agent, any Issuing Lender or any Revolving Lender, the Borrower shall deliver to the Administrative Agent,

such Issuing Lender and such Revolving Lender, as applicable, a Beneficial Ownership Certification at least three Business Days

prior to the Sixth Restatement Effective Date;

(i) the

Existing Revolving Commitments shall have been replaced and refinanced with the New Revolving

Commitments and the Existing Revolving Loans shall have been repaid (together with accrued

interest thereon) in accordance with Section 2.05(c) of the Sixth Amended and Restated Credit Agreement;

(j) the

Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions of organization

of each of the Loan Parties, reasonably satisfactory to the Administrative Agent;

(k) the Administrative

Agent shall have received from the Borrower, for the payment to the Revolving Lenders and the Issuing Lenders, as applicable, all

accrued and unpaid interest on the Revolving Loans, commitment fees, participation fees and fronting fees, in each case, to, but

excluding, the Sixth Restatement Effective Date;

(l) the Administrative

Agent shall have received a solvency certificate from a Financial Officer of the Borrower substantially in the form of Exhibit

C to this Agreement; and

(m) to the extent

reasonably requested by the Administrative Agent or any Revolving Lender at least seven Business Days prior to the Sixth Restatement

Effective Date, the Borrower shall have provided to the Administrative Agent and such Revolving Lender the documentation and other

information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations,

including, without limitation, the USA PATRIOT Act, at least three Business Days prior to the Sixth Restatement Effective Date.

Section 4. Representations

and Warranties. The Borrower (and each Loan Party, in respect of clauses (a) and (d) below, as applicable) hereby represents

and warrants that (a) each of the representations and warranties of the Borrower set forth in the Sixth Amended and Restated Credit

Agreement, and of each Loan Party in each of the Loan Documents to which it is a party, are true and correct in all material respects

(except for representations and warranties that are already qualified by materiality, which representations and warranties shall

be true and correct in all respects after giving effect to such qualification) on and as of the Sixth Restatement Effective Date

(provided that any representation and warranty that expressly relates to a given date shall be true and correct in all material

respects as of such given date; provided, further, that the representations and warranties contained in Section 4.04(a)

of the Sixth Amended and Restated Credit Agreement shall be deemed to refer to the most recent financial statements required to

be delivered pursuant to Section 6.01 of the Sixth Amended and Restated Credit Agreement), (b) at the time of and immediately after

giving effect to this Agreement, no Default has occurred and is continuing, (c) as of the Sixth Restatement Effective Date, the

information included in the Beneficial Ownership Certification provided on or prior to the Sixth Restatement Effective Date to

any Revolving Lender in connection with this Agreement is true and correct in all material respects, and (d) this Agreement has

been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of each Loan

Party, enforceable against each Loan Party in accordance with its terms, except as such enforceability may be limited by (x) bankruptcy,

insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights

and (y) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding

in equity or at law).

Section 5. New Revolving Commitments.

(a) Subject to the

terms and conditions set forth herein (i) each Continuing Revolving Lender agrees to continue all of its Existing Revolving Commitments

as New Revolving Commitments on the date requested by the Borrower to be the Sixth Restatement Effective Date in a principal amount

equal to such Continuing Revolving Lender’s New Revolving Commitment, as set forth under the heading “Revolving Commitments”

on Schedule 1.01 in Exhibit B attached hereto, (ii) each Additional Revolving Lender agrees to provide New Revolving Commitments

on and after such date to the Borrower in a principal amount equal to such Additional Revolving Lender’s New Revolving Commitment,

as set forth under the heading “Revolving Commitments” on Schedule 1.01 in Exhibit B attached hereto and (iii)

each New Revolving Lender agrees to the terms of this Agreement and the Sixth Amended and Restated Credit Agreement.

(b) For purposes

hereof, a Person shall become a party to the Sixth Amended and Restated Credit Agreement and a New Revolving Lender as of the Sixth

Restatement Effective Date by executing and delivering to the Administrative Agent, on or prior to the Sixth Restatement Effective

Date, a Revolving Lender Addendum in its capacity as a New Revolving Lender. For the avoidance of doubt, (x) the Existing Revolving

Commitments of a Continuing Revolving Lender must be continued in whole and may not be continued in part unless approved by the

Lead Arrangers and (y) each Additional Revolving Lender must be reasonably acceptable to the Administrative Agent and each Issuing

Lender (it being understood and agreed that each such Person’s execution of a signature page hereto shall be deemed to constitute

approval of each Additional Revolving Lender that is a party hereto).

Commitments of each New Revolving Lender will be available to the Borrower on the Sixth Restatement Effective Date. The “New

Revolving Commitment” of (i) any Continuing Revolving Lender will be the amount of its Existing Revolving Commitment as set

forth in the Register as of the Sixth Restatement Effective Date (or such lesser amount as notified to such Revolving Lender by

the Administrative Agent prior to the Sixth Restatement Effective Date), which shall be continued as an equal amount of New Revolving

Commitments and (ii) of any Additional Revolving Lender will be such amount (not exceeding any revolving commitment offered by

such Additional Revolving Lender) allocated to it by the Lead Arrangers and notified to it on or prior to the Sixth Restatement

Effective Date. The Revolving Commitments of the New Revolving Lenders are several, and no such Revolving Lender will be responsible

for any other such Revolving Lender’s failure to make or acquire its New Revolving Loans.

(d) The obligation

of each New Revolving Lender to make, provide or acquire by continuation New Revolving Commitments on the Sixth Restatement Effective

Date is subject to the satisfaction of the conditions set forth in Section 3 of this Agreement.

(e) On and after

the Sixth Restatement Effective Date, each reference in the Sixth Amended and Restated Credit Agreement to (i) “Revolving

Commitments” shall be deemed a reference to the New Revolving Commitments contemplated hereby and (ii) “Revolving Loans”

shall be deemed a reference to the New Revolving Loans contemplated hereby, except in each case as the context may otherwise require.

Notwithstanding the foregoing, except as set forth in Section 5(h) of this Agreement, the provisions of the Credit Agreement with

respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full

force and effect with respect to, and for the benefit of, each Existing Revolving Lender in respect of such Revolving Lender’s

Existing Revolving Commitments and Existing Revolving Loans.

(f) On the Sixth

Restatement Effective Date, all Existing Revolving Loans shall be deemed repaid and reborrowed as New Revolving Loans in accordance

with Section 2.05(c) of the Sixth Amended and Restated Credit Agreement.

(g) For the avoidance

of doubt, the Revolving Lenders hereby acknowledge and agree that, at the sole option of the Administrative Agent, any Revolving

Lender with Existing Revolving Commitments that all or any portion of which are not continued as Continued Revolving Commitments

as contemplated hereby (“Non-Continued Revolving Commitments”) shall, automatically upon receipt of the amount

necessary to purchase, at par, the portion of such Revolving Lender’s Existing Revolving Commitments constituting Non-Continued

Revolving Commitments and any related outstanding Revolving Loans in connection therewith and pay all accrued interest and fees

thereon, be deemed to have assigned such Non-Continued Revolving Commitments and related outstanding Revolving Loans pursuant to

a form of Assignment and Assumption and, accordingly, no other action by the Revolving Lenders, the Administrative Agent or the

Loan Parties shall be required in connection therewith.

(h) Each Revolving

Lender party hereto and the Borrower agree that with respect to any payment or deemed payment of Existing Revolving Loans on the

Sixth Restatement Effective Date, any amounts payable pursuant to Section 2.16 of the Sixth Amended and Restated Credit Agreement

as a result of such payment or deemed payment are hereby waived by each Continuing Revolving Lender.

Section 6. Governing

Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed in accordance with and governed by

the law of the State of New York. Each of the parties hereto irrevocably and unconditionally agrees that Sections 10.09 and 10.10

of the Sixth Amended and Restated Credit Agreement are incorporated herein mutatis mutandis.

Section 7. Effect

of This Agreement; No Novation. Except as expressly set forth herein, this Agreement shall not by implication or otherwise

limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Revolving Lender, any Issuing Lender or

the Administrative Agent under the Sixth Amended and Restated Credit Agreement or any other Loan Document, and shall not alter,

modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Sixth Amended

and Restated Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue

in full force and effect except that, on and after the effectiveness of this Agreement, each reference in each of the Loan Documents

to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the

Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by, and after giving effect to, this Agreement.

Nothing herein shall be deemed to entitle any party to a consent to, or a waiver, amendment, modification or other change of, any

of the terms, conditions, obligations, covenants or agreements contained in the Sixth Amended and Restated Credit Agreement or

any other Loan Document in similar or different circumstances. Each of the parties hereto irrevocably and unconditionally agrees

that this Agreement and the Sixth Amended and Restated Credit Agreement shall not be deemed to evidence or result in a novation

of the Credit Agreement or any other Loan Document. Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance

obligations, contingent or otherwise, under each of the Loan Documents to which it is a party and confirms that each Loan Document

to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed

in all respects and shall remain in full force and effect according to its terms, (ii) except as otherwise expressly provided in

the Sixth Amended and Restated Credit Agreement, ratifies and reaffirms its prior grant and the validity of the Liens and security

interests made pursuant to the Security Documents and confirms that all such Liens and security interests continue in full force

and effect to secure the Obligations under the Loan Documents after giving effect to this Agreement, including, without limitation,

all Obligations resulting from or incurred pursuant to the New Revolving Commitments and New Revolving Loans and (iii) in the case

of each Subsidiary Guarantor, ratifies and reaffirms its guaranty of the Obligations pursuant to the Guarantee and

Collateral Agreement. Without limiting

the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure

the payment of all Obligations of the Loan Parties under the Loan Documents, as amended by, and after giving effect to, this Agreement.

Section 8. Counterparts.

This Agreement may, if agreed by the Administrative Agent, be in the form of an Electronic Record and may be executed using

Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the

same legal effect, validity and enforceability as a paper record. This Agreement may be executed in as many counterparts as necessary

or convenient, including both paper and electronic counterparts, but all such counterparts when taken together shall constitute

one and the same Agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation,

use or acceptance by the Administrative Agent of a manually signed paper Communication which has been converted into electronic

form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission,

delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation

to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant

to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has

agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature

without further verification and (b) upon the request of the Administrative Agent any Electronic Signature shall be promptly followed

by a manually executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature”

shall have the meanings assigned to them, respectively, by 15 U.S.C. §7006, as it may be amended from time to time.

Section 9. Miscellaneous.

This Agreement shall constitute a Loan Document for all purposes of the Sixth Amended and Restated Credit Agreement. The Borrower

shall pay all reasonable fees, costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation

and execution of this Agreement and the transactions contemplated hereby.

[remainder of page intentionally left blank]

IN WITNESS

WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

GRIFFON CORPORATION

By:

/s/ Meghan M. Faney

Name: Meghan M. Faney

Title: Treasurer

CLOPAY CORPORATION

By:

/s/ Meghan M. Faney

Name: Meghan M. Faney

Title: Treasurer

CORNELL REAL ESTATE HOLDINGS, LLC

By:

/s/ Meghan M. Faney

Name: Meghan M. Faney

Title: Treasurer

CLOPAY AMES HOLDING CORP.

By:

/s/ Meghan M. Faney

Name: Meghan M. Faney

Title: Treasurer

CORNELLCOOKSON, LLC

By:

/s/ Meghan M. Faney

Name: Meghan M. Faney

Title: Assistant Treasurer

AMES HUNTER HOLDINGS CORPORATION

By:

/s/ Meghan M. Faney

Name: Meghan M. Faney

Title: Treasurer

[Griffon Corporation – Third Amendment to Fifth Amended and Restated Credit Agreement]

HUNTER FAN COMPANY

By:

/s/ Meghan M. Faney

Name: Meghan M. Faney

Title: Assistant Treasurer

GRIFFON AMES HOLDCO LLC

By:

/s/ Seth L. Kaplan

Name: Vice President and Secretary

Title: Seth L. Kaplan

[Griffon Corporation – Third Amendment to Fifth Amended and Restated Credit Agreement]

BANK OF AMERICA, N.A., as Administrative Agent

By:

/s/Dianna Benner

Name: Dianna Benner

Title: AVP

BANK OF AMERICA, N.A., as an Issuing Lender

By:

/s/John Falke

Name: John Falke

Title: Senior Vice President

[Griffon Corporation – Third Amendment to Fifth Amended and Restated Credit Agreement]

REVOLVING LENDER ADDENDUM

This Revolving Lender

Addendum (this “Revolving Lender Addendum”) is referred to in, and is a signature page to, the Third Amendment

to Fifth Amended and Restated Credit Agreement (the “Amendment”) to that certain Fifth Amended and Restated

Credit Agreement, dated as of January 24, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified

from time to time prior to the date of the Amendment, the “Credit Agreement”) among Griffon Corporation, a Delaware

corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time

parties thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Capitalized terms used but not defined in this Revolving Lender Addendum have the meanings assigned to such terms in the Amendment

or the Credit Agreement, as applicable.

By executing this Revolving

Lender Addendum as a Continuing Revolving Lender, the undersigned institution agrees (A) to the terms of the Amendment and the

Sixth Amended and Restated Credit Agreement, (B) on the terms and subject to the conditions set forth in the Amendment and the

Sixth Amended and Restated Credit Agreement, to continue its Existing Revolving Commitments as

New Revolving Commitments and/or commit to make New Revolving Commitments to the Borrower, in

each case, on the Sixth Restatement Effective Date in the amount of its New Revolving

Commitment, (C) on the Sixth Restatement Effective Date to make New Revolving

Loans in the amount required to give effect to the provisions of Section 2.05(c) of the Sixth Amended and Restated Credit

Agreement and (D) that on the Sixth Restatement Effective Date, it is subject to, and bound by,

the terms and conditions of the Sixth Amended and Restated Credit Agreement and other Loan Documents as a Revolving Lender thereunder

and its New Revolving Commitments and New Revolving Loans will

be “Revolving Commitments” or “Revolving Loans”,

as applicable, under the Sixth Amended and Restated Credit Agreement.

Name of Institution:

BANK OF AMERICA, N.A.

Executing as a New Revolving Lender:

By:

/s/ John Falke

Name: John Falke

Title: Senior Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

[X] Check here if

a continuing REVOLVING Lender elects a cashless roll of its EXISTING REVOLVING Loans