S-4

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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS Financial Statements of Armored AutoGroup, Inc. and Subsidiaries

As filed with the Securities and Exchange Commission on April 13, 2012

Registration No. 333-                

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ARMORED AUTOGROUP INC.
Additional Registrants listed on Schedule A hereto
(Exact name of registrants as specified in their charters)

Delaware
(State or other jurisdiction of
incorporation or organization) 5013
(Primary Standard Industrial
Classification Code Number) 27-3620112
(I.R.S. Employer
Identification No.)

39 Old Ridgebury Road
Danbury, Connecticut 06810
(203) 205-2900
(Address, including zip code, and telephone number, including
area code, of registrants' principal executive offices)

Frank Judge
Armored AutoGroup Inc.
Vice President, General Counsel & Secretary
39 Old Ridgebury Road
Danbury, Connecticut 06810
(203) 205-2900
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Copies to:

Joshua N. Korff
Jason K. Zachary
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022-4611
(212) 446-4800

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

          If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

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

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

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
9.25% Senior Notes Due 2018	$275,000,000	$275,000,000	$31,515
Guarantees of 9.25% Senior Notes Due 2018	$275,000,000	—	(2)

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Pursuant to Rule 457(n), no additional registration fee is payable with respect to the guarantees.

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

Additional Registrants

Schedule A

Exact Name of Additional Registrant	Jurisdiction of Incorporation or Formation	Principal Executive Office	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification No.
The Armor All/STP Products
Company	Delaware	39 Old Ridgebury Road Danbury, CT 06810		5013		36-2999270
STP Products Manufacturing
Company	Delaware	39 Old Ridgebury Road Danbury, CT 06810		5013		06-1408442
Armored AutoGroup Sales Inc.	Delaware	39 Old Ridgebury Road Danbury, CT 06810		5013		27-5136040
AA Group (U.S.)—A LLC	Delaware	39 Old Ridgebury Road Danbury, CT 06810		5013		45-4070567
AA Group (U.S.)—B LLC	Delaware	39 Old Ridgebury Road Danbury, CT 06810		5013		45-4070646

The information in this prospectus is not complete and may be changed. We may not complete this exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 13, 2012

PROSPECTUS

ARMORED AUTOGROUP INC.

Offer to Exchange

$275,000,000 aggregate principal amount of 9.25% Senior Notes due 2018
that have been registered under the Securities Act of 1933
for any and all outstanding unregistered 9.25% Senior Notes due 2018

         Offer for any and all outstanding 9.25% Senior Notes due 2018, in the aggregate principal amount of $275,000,000 (which we refer to as the "Old Notes") that were issued in a private offering on November 5, 2010, in exchange for up to $275,000,000 in aggregate principal amount of 9.25% Senior Notes due 2018, which have been registered under the Securities Act of 1933, as amended (which we refer to as the "Exchange Notes" and, together with the Old Notes, the "Notes"). We are offering to exchange the Exchange Notes for the Old Notes to satisfy our obligations contained in the registration rights agreement that we entered into in connection with the issuance of the Old Notes. We will not receive any proceeds from the exchange offer, and issuance of the Exchange Notes will not result in any increase in our outstanding debt.

Terms of the Exchange Offer

•

Expires 5:00 p.m., New York City time,                , 2012, unless extended.

•

You may withdraw tendered outstanding Old Notes any time before the expiration or termination of the exchange offer.

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Not subject to any condition other than that the exchange offer does not violate applicable law or any interpretation of the staff of the Securities and Exchange Commission.

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We can amend or terminate the exchange offer.

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We will not receive any proceeds from the exchange offer.

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The exchange of Old Notes for the Exchange Notes should not be a taxable event for United States federal income tax purposes. See "Certain United States Federal Income Tax Considerations."

Terms of the Exchange Notes

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The Exchange Notes will be general unsecured obligations and will rank equally in right of payment with all of our existing and future indebtedness that is not expressly subordinated thereto, senior in right of payment to any existing and future indebtedness that is expressly subordinated in right of payment thereto and effectively junior to our existing and future secured indebtedness, including our existing senior secured credit facilities, to the extent of the value of the collateral securing such indebtedness.

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The Exchange Notes will be fully, jointly, severally and unconditionally guaranteed on a senior unsecured basis by all of our existing and future direct and indirect subsidiaries that guarantee any of our other indebtedness, all of which we refer to in this prospectus as the guarantors.

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The Exchange Notes will mature on November 1, 2018.

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The Exchange Notes will accrue interest at a rate per annum equal to 9.25% and will be payable semi-annually on each May 1 and November 1, beginning on May 1, 2012.

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We may redeem the Exchange Notes in whole or in part from time to time. See "Description of Exchange Notes."

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If we experience certain changes of control, we must offer to purchase the Exchange Notes at 101% of their aggregate principal amount, plus accrued and unpaid interest, if any.

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The terms of the Exchange Notes are substantially identical to those of the outstanding Old Notes, except the transfer restrictions, registration rights and additional interest provisions relating to the Old Notes do not apply to the Exchange Notes.

For a discussion of the specific risks that you should consider before tendering your outstanding Old Notes in the exchange offer, see "Risk Factors" beginning on page 17 of this prospectus.

         There is no established trading market for the Old Notes or the Exchange Notes. We do not intend to list the Exchange Notes on any securities exchange or seek approval for quotation through any automated trading system.

         Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. A broker-dealer who acquired Old Notes as a result of market making or other trading activities may use this exchange offer prospectus, as supplemented or amended from time to time, in connection with any resales of the Exchange Notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2012

TABLE OF CONTENTS

	Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	ii
MARKET SHARE, RANKING AND INDUSTRY DATA AND FORECASTS	iv
TRADEMARKS, SERVICE MARKS AND COPYRIGHTS	v
PRESENTATION OF FINANCIAL INFORMATION	v
SUMMARY	1
RISK FACTORS	17
RATIO OF EARNINGS TO FIXED CHARGES	41
USE OF PROCEEDS	42
CAPITALIZATION	43
SELECTED HISTORICAL FINANCIAL DATA	44
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	46
BUSINESS	67
MANAGEMENT	77
EXECUTIVE AND DIRECTOR COMPENSATION	80
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	91
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS	92
DESCRIPTION OF OTHER INDEBTEDNESS	95
THE EXCHANGE OFFER	97
DESCRIPTION OF EXCHANGE NOTES	107
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	172
CERTAIN ERISA CONSIDERATIONS	173
PLAN OF DISTRIBUTION	175
LEGAL MATTERS	176
EXPERTS	176
AVAILABLE INFORMATION	176
INDEX TO FINANCIAL STATEMENTS	F-1

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). A broker-dealer who acquired Old Notes as a result of market making or other trading activities may use this prospectus, as supplemented or amended from time to time, in connection with any resales of the Exchange Notes. We have agreed that, for a period of up to 180 days after the closing of the exchange offer, we will make this prospectus available for use in connection with any such resale. See "Plan of Distribution."

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities other than those specifically offered hereby or an offer to sell any securities offered hereby in any jurisdiction where, or to any person whom, it is unlawful to make such offer or solicitation. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or issuing the Exchange Notes.

i

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains "forward-looking statements" within the meaning of the meaning of Section 27A of the Securities Act and Section 21E in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements about our plans, strategies, prospects and industry estimates. These forward-looking statements identify prospective information and can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "seeks," "projects," "intends," "plans," "may," "will" or "should" or, in each case, their negative or other variations or comparable terminology. Examples of forward-looking statements include, but are not limited to, statements we make regarding: (i) our liquidity, including our belief that our existing cash and anticipated revenues are sufficient to fund our existing operating expenses, capital expenditures and liquidity requirements for at least the next twelve months; (ii) our outlook and expectations including, without limitation, in connection with continued market expansion and penetration for our products and (iii) expected new product launch dates and market exclusivity periods. The foregoing is not an exclusive list of all forward-looking statements we make. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. The matters referred to in the forward-looking statements contained in this prospectus may not in fact occur. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:

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We face intense competition in our business, which could lead to reduced profitability if we cannot compete effectively.

•

Harm to our reputation or the reputation of one or more of our leading brands could have an adverse effect on our business.

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Customer support of our marketing and advertising programs and new product launches is critical for our success.

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A significant portion of our net sales and net earnings is derived from a few key customers. The loss of any one or more of these customers could cause a material decline in our operating results.

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Sales growth may be difficult to achieve.

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We may not successfully develop and introduce new products and line extensions.

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Our operating results and net earnings may not meet expectations.

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Acquisitions, new venture investments and divestitures may not be successful.

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Changes in market distributor relationships that are not managed successfully could result in a disruption in one or more of the affected markets.

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Our quarterly results of operations are subject to fluctuations due to the seasonality of our business and other events.

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We are exposed to commodity fluctuation risk and may not be able to adequately hedge our exposure, if at all.

ii

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We may be adversely affected by the current economic environment or future volatility in global economies.

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Failure to protect our intellectual property rights could impact our competitiveness, allow our competitors to develop and market products with features similar to our products and demand for our products could decline.

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If we are found to have infringed the intellectual property rights of others or cannot obtain necessary intellectual property rights from others, our competitiveness could be adversely impacted.

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In the ordinary course of business, we may be subject to product liability claims and lawsuits, including potential class actions, alleging that our products have resulted in or could result in unsafe condition or injury.

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Our dependence upon third parties for the manufacture and supply of a substantial portion of our products could prevent us from delivering our products to our customers in the required quantities or within the required timeframe, which could result in order cancellations and decreased net sales.

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Reliance on a limited base of third party contract manufacturers, logistics and procurement service providers may result in disruption to our business.

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Our facilities and those of our suppliers are subject to disruption by events beyond our control.

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We operate under a Federal Trade Commission consent order, which requires certain compliance policies and procedures. Should we violate our requirements thereunder, we may face significant fines and penalties.

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Compliance with environmental law and other government regulations could impose material costs.

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Operations outside the United States expose us to uncertain conditions and other risks in international markets.

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Because we operate and sell our products in foreign countries, changes in currency exchange rates could adversely affect our operations and financial results.

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We may not be able to hire or retain the number of qualified personnel required for our business, which would harm the development and sales of our products and limit our ability to grow.

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If we lose the services of our key personnel, our business could be adversely affected.

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A failure of a key information technology system could adversely impact our ability to conduct business.

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Our continued growth and expansion and increasing reliance on third-party service providers could adversely affect our internal control over financial reporting, which could harm our business and financial results.

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Our historical financial information may not be representative of our results as a stand-alone company or indicative of our future financial performance.

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Transition activities are complicated and may distract the organization from operating the business. Additionally, successful carve-out execution is risky, complex and requires substantial resources and expenditures.

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We may experience difficulties operating as a stand-alone company.

iii

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Changes in tax laws could adversely affect the taxes we pay and our profitability.

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We may not be able to raise additional funds when needed for our business or to exploit opportunities.

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Following the completion of the exchange offer for the Old Notes, we will be subject to financial reporting and other requirements for which our accounting and other management systems and resources may not be adequately prepared.

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We may incur increased ongoing costs as a result of being obligated to file reports with the Securities and Exchange Commission and our management will be required to devote substantial time to new compliance initiatives when we are effectively registered.

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Other factors that are described in "Risk Factors," beginning on page 17.

        Any forward-looking statement made by us in this prospectus speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward- looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

MARKET SHARE, RANKING AND INDUSTRY DATA AND FORECASTS

        This prospectus includes market share, ranking and industry data and forecasts that we obtained from industry publications and surveys, public filings and internal company sources. As noted in this prospectus, NPD Group, Inc. ("NPD") and Nielsen Holdings N.V. ("Nielsen") were the primary sources for U.S. third party industry data and forecasts. Market share data cited for NPD and Nielsen represents the twelve months ended January 31, 2012. For both NPD and Nielsen, market share data cited for STP represents market share of the performance category, while Armor All market share data cited represents market share of the appearance products category. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market share and ranking are based on market data currently available to us and management's estimates and assumptions made regarding the size of our markets within the automotive aftermarket appearance and performance products categories.

        Statements as to our U.S. market share and ranking were made primarily based upon syndicated data provided by NPD and Nielsen. NPD data is compiled using results from the U.S. automotive retailer channel, including AutoZone, Inc. ("AutoZone"), Advance Auto Parts, Inc. ("Advance Auto"), O'Reilly Automotive Inc. ("O'Reilly's"), The Pep Boys and other auto retailers. We believe this represents approximately 48% and 58% of the overall U.S. appearance and performance products categories, respectively. Nielsen data is compiled using results from the U.S. mass merchandise (excluding Wal-Mart Stores, Inc. ("Wal-Mart")), grocery store, retail drug store channels, Family Dollar, Dollar General and the convenience channel. We believe this represents approximately 11% of the overall U.S. appearance and performance products categories. Importantly, there is no syndicated data available for approximately 41% and 31% of the overall U.S. appearance and performance products category, respectively, which includes Wal-Mart, and the discount, home/hardware and military channels. We compete in all of these channels in addition to those for which NPD and Nielsen provide syndicated data. It is anticipated that in 2012, Nielsen will begin offering Wal-Mart and Sam's Club sales data, which is estimated to represent 34% and 25% of the overall U.S. appearance and performance product categories, respectively.

iv

        While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus. We cannot guarantee the accuracy or completeness of such information contained in this prospectus.

TRADEMARKS, SERVICE MARKS AND COPYRIGHTS

        We own or have rights to use trademarks, service marks, trade names and domain names, including, among others, Armor All®, STP®, Oomph!®, Son of a Gun® and Tuff Stuff®, that we use in connection with the operation of our business. We also own or have rights under patents and copyrights that, among other things, protect the formulations and packaging of our products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the ^TM, ^SM, ® and © symbols, but we will assert, to the fullest extent under applicable law or applicable license, our rights or the rights of any applicable licensors to these trademarks, service marks, trade names and copyrights.

PRESENTATION OF FINANCIAL INFORMATION

        As more fully described in this prospectus, on November 5, 2010, affiliates of Avista Capital Holdings, L.P. ("Avista" or "Sponsor") acquired certain equity interests, assets and liabilities of The Clorox Company's ("Clorox") Auto-Care Products Business, excluding the Prestone and YPF licensed brands, that operated through various Clorox wholly-owned or controlled legal entities throughout the world pursuant to the terms of a Purchase and Sale Agreement, dated September 21, 2010 (the "Acquisition"). In this prospectus, this business is referred to as "Global AutoCare" or "Predecessor," with respect to periods prior to the completion of the Acquisition. After completion of the Acquisition, we were renamed as "Armored AutoGroup" ("Successor"). Armored AutoGroup Parent, Inc. ("AAG Parent" or "Parent") indirectly owns all of our issued and outstanding capital stock through its direct subsidiary and our direct parent, Armored AutoGroup Intermediate Inc. Periods presented prior to November 4, 2010 represent the operations of the Predecessor and periods presented after November 4, 2010 represent the operations of the Successor. Concurrent with the Acquisition, on November 5, 2010, our Board of Directors adopted a fiscal year comprised of the twelve consecutive fiscal months ending on December 31. This change commenced with the transition period beginning on July 1, 2010 and ending on December 31, 2010. The Predecessor's last three complete fiscal years ended on June 30, 2010, June 30, 2009, and June 30, 2008.

v

SUMMARY

This summary highlights certain information about our business and about this exchange offer. This is a summary of information contained elsewhere in this prospectus, is not complete and does not contain all of the information that may be important to you. For a more complete understanding of our business and this exchange offer, you should read this entire prospectus, including the section entitled "Risk Factors," along with our financial statements and the related notes included elsewhere in this prospectus. Unless the context requires otherwise, references to "Armored AutoGroup," "our Company," "we," "us" and "our" refer to Armored AutoGroup Inc. and its direct and indirect subsidiaries, references to "Intermediate" refer to Armored AutoGroup Intermediate Inc., the parent of Armored AutoGroup, and references to "Parent" refer to Armored AutoGroup Parent Inc., our ultimate parent company.

Company overview

        We are a consumer products company consisting primarily of Armor All and STP, two of the most recognizable brands in the automotive aftermarket appearance products and performance products categories, respectively. Both brands have leading category shares in the United States, with Armor All having a #1 position in the appearance products category and STP a #3 position in the performance products category as measured by NPD and Nielsen. Armor All's current product line of protectants, wipes, tire and wheel care products, glass cleaners, leather care products and washes is designed to clean, shine and protect interior and exterior automobile surfaces. STP's offering of oil and fuel additives, functional fluids and automotive appearance products has a broad customer base ranging from professional racers to car enthusiasts and "Do-it-Yourselfers." Our brands offer a myriad of automotive appearance and performance products that can be found in most of the major developed countries around the world. We have a diversified geographic footprint with direct operations in the United States, Canada, Australia and the U.K. and distributor relationships in approximately 50 countries.

        Armor All is the most recognized automotive aftermarket appearance product brand in the United States with a comprehensive, high-quality and competitively priced product line. Armor All's advertising campaigns, such as the "Go ahead. Stare," "Care for your car" and the new "Armor All Way," build on Armor All's strong brand equity established over its 50 year history to maintain a high level of consumer awareness. Armor All has distinguished itself as the leader in the automotive aftermarket appearance products category based upon its household name, high-quality product formulations, convenient application methods and tradition of innovation.

        The STP brand has been characterized by a commitment to technology, performance and motor sports partnerships for over 50 years. Regular use of STP additives as part of basic maintenance helps engines run better by boosting the cleaning performance of gas and saving gas by keeping fuel intake systems clean. The STP brand's fuel and oil additives, functional fluids and automotive appearance products benefit from a rich heritage in the car enthusiast and racing scenes.

Industry overview

        The automotive aftermarket industry is defined as the manufacturing, distribution, sales and service of all automotive products other than the purchase of an automobile from a new car dealer. It includes hard parts such as brakes and tires, and consumables such as Armor All and STP.

        With an estimated size of $200 billion in the United States, the automotive aftermarket provides consumers with access to automotive maintenance services and products through several categories. The demand for automotive aftermarket products is correlated to the number of miles driven and the average age of cars. Given that both of these indicators are expected to grow over the next several years, we believe the automotive aftermarket should perform well. Consumers have the option of repairing or improving their vehicles themselves (known as the consumer or "Do it Yourself," or

1

"DIY" market) or taking their vehicle to a professional service facility (the "Do it for Me," or "DIFM" market). The consumer market can be segmented further into casual users and car enthusiasts. Automotive aftermarket purchases are driven by car maintenance, beautification, performance enhancements and personalization. The typical U.S. automotive aftermarket consumer is a 30-something male who spends approximately $500 annually on his car that has over 86,000 miles, which is at least ten years old.

Appearance products category

        As a subcategory of the automotive aftermarket, the $700 million U.S. appearance products category serves retail consumers and the commercial car care and professional detailing channels. The appearance products category can be further classified into interior and exterior products, which include protectants, tire and wheel care, waxes/polishes, wipes, car wash and fabric conditioners. We believe sales of appearance products, such as Armor All, are correlated to new car purchases or "new to consumer" (e.g., used car purchases) because these car owners tend to be more dedicated to upkeep and beautification. Since purchasing a car, whether new or new to consumer, is generally the first or second most expensive purchase made by consumers, we believe auto appearance and performance are of high importance. As a result, we believe consumers exhibit strong brand loyalty by using products they trust. We believe that brand loyalty coupled with competitive price points for the average product discourages consumers from switching to private label products, which we believe explains the low level of private label penetration in this category. Countries outside the United States and Western Europe, with a developing middle class and increasing automobile penetration (e.g., China and India), present attractive growth opportunities for appearance products.

Performance products category

        The $1 billion U.S. performance products category for additives serves consumers who are interested in increasing the performance of their automobiles or performing their own mechanical-related maintenance. This category can be further classified into fuel additives, oil additives and functional fluids and other niche performance products. Regular use of STP additives as part of basic maintenance helps clean deposits that build up from engine operation and helps engines run better and be more fuel efficient. STP fuel additives also help to maintain a clean fuel system and boost the cleaning performance of gasoline. Our oil additives products reduce metal-to-metal friction by providing a thicker cushion between the moving engine parts, thus protecting against engine wear and reducing oil consumption. STP's functional fluids include brake and power-steering fluids designed to prevent corrosion, wear and breakdown. We believe the need for fuel additives will increase, driven by the rising use of ethanol in fuel blends and the growing prevalence of smaller engines. Both of these trends result in less clean combustion in engines and the need for more performance products. Similar to the appearance products category, brand awareness and the consumer relationship with performance products brands is strong, resulting in low private label penetration.

Our competitive strengths

        We believe that we are well-positioned to capitalize on the following competitive strengths to achieve future growth:

        Recognizable brands with leading market positions.    Armor All and STP are leaders in the automotive aftermarket appearance and performance products categories, respectively. Armor All is the #1 brand overall in the appearance products category in the United States, as measured by NPD and Nielsen, with products including protectants, wipes and wheel care products. Armor All has maintained this leadership position for nearly 10 years despite new market entrants. STP is the #3 brand in the performance products category in the United States, as measured by NPD and Nielsen. Armor All and

2

STP enjoy higher brand awareness than the competition. We believe the strong brand recognition of Armor All and STP is a testament to the deep connection consumers have with both these brands.

        Strong customer relationships.    We have a strong presence in a diversified distribution network which includes specialty auto retailers, mass merchandise retailers, discount stores, grocery stores, retail drug stores and other distributors. The majority of our sales come from mass merchandisers, such as Wal-Mart and Target Corporation ("Target Corp."), and from automotive retail stores, such as AutoZone, Advance Auto, O'Reilly's and The Pep Boys. Armor All and STP perform well for retailers, and, as a consequence, have a strong share of shelf and attractive shelf positioning with our retail partners. We have strong relationships with the major players in the industry and are either a category captain or a category advisor to many of our accounts.

        Diversified net sales base.    Our net sales base is diversified, both from a product and geographic perspective. We distribute our products in approximately 50 countries worldwide and approximately 29% and 32% of our net sales for the twelve months ended June 30, 2010 and the year ended December 31, 2011, respectively, were sold outside the United States. We have developed a strong international footprint with multiple appearance and performance products sold globally. Armor All is the U.S. leader in protectants and wipes, having pioneered these product areas, in addition to having a substantial position in the wheel, tire and other appearance categories. STP's current product portfolio is comprised of three different segments: fuel additives, oil additives and functional fluids. This diversification across geographies and within product categories, combined with strong brands, offers further opportunities for expansion in other appearance and performance product areas.

Our business strategy

        Prior to the Acquisition, the brands were managed primarily for short-term profitability with limited resources provided to drive growth in the business. Under our new ownership, we have begun investing to support the strong brand equity and category positions of Armor All and STP to grow and expand the brands. We intend to achieve these goals by implementing the following strategies:

        Launching new and innovative products.    Under Clorox ownership, there was minimal innovation in the Armor All and STP product lines. We believe that product introductions are critical to maintaining relevance and generating excitement with retail partners. Innovation is also an important element of cultivating a strong brand image among consumers in these product categories, especially heavy users and opinion leaders within the appearance and performance products categories. During 2011 we launched seven new Armor All products or improvements, including a new wax product, as well as two new STP products. The new wax product is our entry into the wax category; a category in which we did not previously compete. STP relaunched its entire fuel additives line in a concentrated formula. In 2012, we intend to launch 19 new Armor All stock keeping units ("SKUs"), including an enhanced wax product and a new line of air freshener products, as well as six new STP SKUs.

        Reinvigorating the STP brand.    The marketing and new product support for the STP brand was limited during the last several years. We believe this contributed to the loss of volumes for STP. As such, we launched a new line of STP in concentrate form in 2011. This product was targeted to meet our retail customers' request for a reduced footprint of each STP SKU as well as reduced the packaging waste associated with larger containers. We also returned to racing sponsorship to recapture STP's heritage with automobile racing fans. In 2012, we intend to introduce six new STP SKUs and expand our advertising relative to the new line of concentrates and as investment in re-building the STP brand.

        Building upon relationships with the trade.    Prior to the Acquisition, the brands were managed primarily for short-term profitability, which we believe had a negative impact on our trade relationships. As commodity prices increased during the 2007 to 2009 period, we increased prices on

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many of our products several times. Retailers did not pass along the last round of these price increases to the end consumer, which resulted in a compression of channel margins. In response, several key retailers cut back on shelf allocations, especially for STP. In order to improve trade relationships and achieve relative pricing parity, in early 2011 we rolled back some of the pricing increases within the performance products category and increased trade spending. We are now taking a more active approach to cultivating trade relationships, including pursuing in-store promotional activities, designing display support and endorsing other merchandising events to drive traffic for the retailer. We believe the combination of these actions should result in improved and sustainable financial performance over the long-term.

        Pursuing international growth.    With distributor relationships in approximately 50 countries, we are poised to expand our international presence, which was not a priority under Clorox ownership. Previously, in many countries outside of the United States, Armor All and STP were a secondary priority for a sales force focused on selling The Clorox Company's core household cleaning products. We believe we can increase our percentage of sales generated in international markets, which accounted for approximately 29% and 32% of our net sales for the twelve months ended June 30, 2010 and the year ended December 31, 2011, respectively. Consumers in many emerging markets, where we have historically not had a presence, are increasing their car buying activity, which should drive demand for automotive aftermarket products. For example, the passenger vehicle market in China, currently the second largest in the world, is expected to grow by 270 million vehicles in the next 25 years and surpass the United States as the largest passenger vehicle market in the world.

        Opportunistically pursue acquisitions.    The automotive aftermarket industry is comprised of a number of businesses that are non-core to their current owners. In addition, companies with branded products generally tend to have minimal operational infrastructure and can generally be readily integrated into an acquirer because of customer and sales force overlap, small SKU counts and asset light operations. As such, we are currently reviewing the landscape of potential opportunities and pursuing potential acquisitions.

The Transactions

Purchase and Sale Agreement

        On September 21, 2010, Armored Autogroup Inc. (formerly, Viking Acquisition Inc.), entered into a Purchase and Sale Agreement (the "Purchase and Sale Agreement") with Clorox pursuant to which Armored Autogroup Inc. acquired certain equity interests, assets and liabilities of Global AutoCare, the majority of which are in the United States, Australia, Canada and Europe, including the worldwide rights to distribute the leading Armor All and STP brands (the "Acquisition").

        Pursuant to the Purchase and Sale Agreement, upon the terms and subject to the conditions thereof, Armored Autogroup Inc. acquired from Clorox all of the outstanding equity interests in Clorox Europe Ltd., The Armor All/STP Products Company and STP Products Manufacturing Company. Additionally, certain assets and liabilities relating to Global AutoCare were transferred to Armored Autogroup Inc. As part of the transaction, Armored Autogroup Inc. acquired two auto care manufacturing facilities, one in the United States and one in the United Kingdom. Employees at these facilities, the existing auto care business management team and other employees affiliated with Global AutoCare transferred to or remained with the business.

Financing

        We financed the Acquisition and paid related costs and expenses associated with the Acquisition and the offering of the Old Notes, in part, with the following:

•

approximately $258.8 million in common equity contributed by an affiliate of Avista;

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•

$300.0 million under the Term Loan Facility (defined below); and

•

$275.0 million of Old Notes (collectively, all of the transactions described in this paragraph, the "Financing Transactions" and, together with the Acquisition, the "Transactions").

        In connection with the offering of the Old Notes and the Acquisition, we entered into a senior secured credit facility with JPMorgan Chase Bank, N.A. as administrative agent, J.P. Morgan Securities LLC, Natixis, New York Branch and RBC Capital Markets and the several lenders party thereto. The senior secured credit facility consist of (i) a $300.0 million term loan facility with a six-year maturity (the "Term Loan Facility") and (ii) a $50.0 million revolving credit facility with a five-year maturity (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Credit Facilities"). We currently do not have any outstanding amounts drawn under the Revolving Credit Facility. See "Description of Other Indebtedness" for a description of the Credit Facilities.

Equity sponsor

        Avista is a leading private equity firm with offices in New York, New York, Houston, Texas and London, England. Founded in 2005 as a spin-out from the DLJ Merchant Banking Partners ("DLJMB") franchise, Avista's strategy is to make controlling or influential minority investments primarily in growth-oriented healthcare, energy, media, industrial and consumer companies. Through its team of seasoned investment professionals and industry experts, Avista seeks to partner with exceptional management teams to invest in and add value to well-positioned businesses.

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Corporate structure

        The chart below illustrates our basic corporate and debt structure upon completion of this exchange offer. The equity ownership percentages are as of December 31, 2011.

(1)

As of December 31 2011, we did not have any outstanding amounts drawn under the Revolving Credit Facility.

Corporate history and information

        Armor All and STP were founded in 1962 and 1954, respectively. The Armor All Products Corporation was acquired by Clorox in 1997. The STP brand was acquired by Clorox through Clorox's purchase of First Brands in 1999. Under Clorox ownership, Armor All and STP were combined into the Global AutoCare business. Avista acquired the Global AutoCare business from Clorox on November 5, 2010.

        Armored Autogroup Inc. is a Delaware corporation. Our principal offices are located at 39 Old Ridgebury Road, Danbury, CT 06810. Our telephone number is (203) 205-2900. The websites for Armor All and STP are located at http://www.armorall.com and http://www.stp.com respectively. These websites and the information contained on these websites are not part of this prospectus. You should rely only on the information contained in this prospectus when making a decision as to whether to invest in the Exchange Notes.

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The Exchange Offer

        On November 5, 2010, we sold, through a private placement exempt from the registration requirements of the Securities Act, $275,000,000 of our 9.25% Senior Notes due 2018, all of which are eligible to be exchanged for Exchange Notes. We refer to these notes as "Old Notes" in this prospectus.

        Simultaneously with the private placement, we entered into that certain Registration Rights Agreement, dated November 5, 2010 (the "Registration Rights Agreement"), with the initial purchasers of the Old Notes. Under the Registration Rights Agreement, we are required to use our reasonable best efforts to file a registration statement with the Securities and Exchange Commission (the "SEC") enabling the holders of the Old Notes to exchange their Old Notes for Exchange Notes with identical terms, and to complete the exchange offer not later than 60 days after the date on which the exchange offer registration statement is declared effective by the SEC. You may exchange your Old Notes for Exchange Notes in this exchange offer. You should read the discussion under the headings "—Summary of Exchange Offer," "The Exchange Offer" and "Description of Exchange Notes" for further information regarding the Exchange Notes.

        We did not register the Old Notes under the Securities Act or any state securities law, nor do we intend to after the exchange offer. As a result, the Old Notes may only be transferred in limited circumstances under the securities laws. If the holders of the Old Notes do not exchange their Old Notes in the exchange offer, they lose their right to have the Old Notes registered under the Securities Act, subject to certain limitations. Anyone who still holds Old Notes after the exchange offer may be unable to resell their Old Notes.

Securities Offered	$275.0 million aggregate principal amount of 9.25% Senior Notes due 2018.
Exchange Offer	We are offering to exchange the Old Notes for a like principal amount at maturity of the Exchange Notes. Old Notes may be exchanged only in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. This exchange offer is being made pursuant to the Registration Rights Agreement, which grants the initial purchasers and any subsequent holders of the Old Notes certain exchange and registration rights. This exchange offer is intended to satisfy those exchange and registration rights with respect to the Old Notes. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your Old Notes.
	The form and terms of the Exchange Notes are the same as the form and terms of the Old Notes except that:
	• the Exchange Notes have been registered under the federal securities laws and will not bear any legend restricting their transfers;
	• the Exchange Notes bear a different CUSIP number than the Old Notes; and
	• the holders of the Exchange Notes will not be entitled to most rights under the registration rights agreements, including the provisions for an increase in the interest rate on the Old Notes in some circumstances contained in the registration rights agreements relating to the Old Notes.

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Expiration Date; Withdrawal of Tender	The exchange offer will expire 5:00 p.m., New York City time, on            , 2012, or a later time if we choose to extend the exchange offer in our sole and absolute discretion. You may withdraw your tender of Old Notes at any time prior to the expiration date. All outstanding Old Notes that are validly tendered and not validly withdrawn will be exchanged. Any Old Notes not accepted by us for exchange for any reason will be returned to you at our expense as promptly as possible after the expiration or termination of the exchange offer.
Resales	We believe that you can offer for resale, resell and otherwise transfer the Exchange Notes without complying with the registration and prospectus delivery requirements of the Securities Act so long as:
	• you acquire the Exchange Notes in the ordinary course of business;
	• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes;
	• you are not an "affiliate" of ours, as defined in Rule 405 of the Securities Act; and
	• you are not a broker-dealer.
	If any of these conditions is not satisfied and you transfer any Exchange Notes without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We do not assume, or indemnify you against, any such liability.
	Each broker-dealer acquiring Exchange Notes issued for its own account in exchange for Old Notes, which it acquired through market making activities or other trading activities, must acknowledge that it will deliver a proper prospectus when any Exchange Notes issued in the exchange offer are transferred. A broker-dealer may use this prospectus for an offer to resell, a resale or other retransfer of the Exchange Notes issued in the exchange offer.
Conditions to the Exchange Offer	Our obligation to accept for exchange, or to issue the Exchange Notes in exchange for, any Old Notes is subject to certain customary conditions, including our determination that the exchange offer does not violate any law, statute, rule, regulation or interpretation by the Staff of the SEC or any regulatory authority or other foreign, federal, state or local government agency or court of competent jurisdiction, some of which may be waived by us. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See "The Exchange Offer—Conditions on the Exchange Offer."

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Procedures for Tendering Old Notes held in the Form of Book-Entry Interests	The Old Notes were issued as global securities and were deposited upon issuance with Wells Fargo Bank, National Association, as custodian for the global securities representing the uncertificated depositary interests in those outstanding Old Notes, which represent a 100% interest in those Old Notes, to The Depository Trust Company ("DTC"). Beneficial interests in the outstanding Old Notes, which are held by direct or indirect participants in DTC, are shown on, and transfers of the Old Notes can only be made through, records maintained in book-entry form by DTC.
	You may tender your outstanding Old Notes by instructing your broker or bank where you keep the Old Notes to tender them for you. In some cases you may be asked to submit the letter of transmittal that may accompany this prospectus. By tendering your Old Notes you will be deemed to have acknowledged and agreed to be bound by the terms set forth under "The Exchange Offer." Your outstanding Old Notes must be tendered in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
	In order for your tender to be considered valid, the exchange agent must receive a confirmation of book-entry transfer of your outstanding Old Notes into the exchange agent's account at DTC, under the procedure described in this prospectus under the heading "The Exchange Offer," on or before 5:00 p.m., New York City time, on the expiration date of the exchange offer.
United States Federal Income Tax Considerations	The exchange offer should not result in any income, gain or loss to the holders of Old Notes or to us for United States federal income tax purposes. See "Certain United States Federal Income Tax Considerations."
Use of Proceeds	We will not receive any proceeds from the issuance of the Exchange Notes in the exchange offer.
Exchange Agent	Wells Fargo Bank, National Association is serving as the exchange agent for the exchange offer.
Shelf Registration Statement	In limited circumstances, holders of Old Notes may require us to register their Old Notes under a shelf registration statement.

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Consequences of Not Exchanging Old Notes

        If you do not exchange your Old Notes in the exchange offer, your Old Notes will continue to be subject to the restrictions on transfer currently applicable to the Old Notes. In general, you may offer or sell your Old Notes only:

•

if they are registered under the Securities Act and applicable state securities laws;

•

if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities laws; or

•

if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

        We do not currently intend to register the Old Notes under the Securities Act. Under some circumstances, however, holders of the Old Notes, including holders who are not permitted to participate in the exchange offer or who may not freely resell Exchange Notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of Old Notes by these holders. For more information regarding the consequences of not tendering your Old Notes and our obligation to file a shelf registration statement, see "The Exchange Offer—Consequences of Failure to Exchange" and "The Exchange Offer—Shelf Registration."

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Description of Exchange Notes

        The form and terms of the Exchange Notes are the same as the form and terms of the Old Notes, except that the Exchange Notes will be registered under the Securities Act. As a result, the Exchange Notes will not bear legends restricting their transfer and will not contain the registration rights and additional interest provisions contained in the Old Notes. The Exchange Notes represent the same debt as the Old Notes. The Old Notes and the Exchange Notes are governed by the same indenture and are together considered a single class of securities under that indenture. Unless the context indicates otherwise, we use the term "Notes" in this prospectus to refer collectively to the Old Notes and the Exchange Notes. The following summary contains basic information about the Exchange Notes and is not intended to be complete. For a more complete understanding of the Exchange Notes, please refer to the section entitled "Description of Exchange Notes" in this prospectus

Issuer	Armored Autogroup Inc., a Delaware corporation.
Notes Offered	$275.0 million aggregate principal amount of 9.25% Senior Notes due 2018.
Maturity Date	The Exchange Notes will mature on November 1, 2018.
Interest Rate	The Exchange Notes will bear interest at a rate of 9.25% per annum. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Interest Payment Dates	Interest on the Exchange Notes will be payable semi-annually on May 1 and November 1 of each year, commencing on May 1, 2012.
Guarantees	The Exchange Notes will be fully, jointly, severally and unconditionally guaranteed on a senior unsecured basis by all of our existing and future direct and indirect subsidiaries that guarantee any of our other indebtedness, all of which we refer to in this prospectus as the guarantors.
	Any subsidiary that guarantees our obligations or the obligations of our domestic subsidiaries under our Credit Facilities in the future will guarantee the Exchange Notes unless we designate such subsidiary as an "unrestricted subsidiary" under the indenture.
Ranking	The Exchange Notes will be general unsecured obligations and will rank equally in right of payment with all of our existing and future indebtedness that is not expressly subordinated thereto, senior in right of payment to any existing and future indebtedness that is expressly subordinated in right of payment thereto and effectively junior to our existing and future secured indebtedness, including our existing senior secured Credit Facilities, to the extent of the value of the collateral securing such indebtedness.

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	The guarantees will be the guarantors' general unsecured obligations and will rank equally in right of payment with all existing and future indebtedness of each guarantor that is not expressly subordinated thereto, senior in right of payment to any existing and future indebtedness of each guarantor that is expressly subordinated in right of payment thereto and effectively junior to all existing and future secured indebtedness of each guarantor, including our existing senior secured Credit Facilities, to the extent of the value of the collateral securing such indebtedness.
	As of December 31, 2011, we had approximately $572.0 million gross amount of total indebtedness, exclusive of remaining unamortized original issuance discount.
Optional Redemption	At any time prior to November 1, 2013, we may redeem up to 35% of the aggregate principal amount of the Exchange Notes with the proceeds of certain equity offerings at the redemption price set forth in this prospectus, plus accrued and unpaid interest, if any, to the redemption date. See "Description of Exchange Notes—Optional redemption."
	At any time prior to November 1, 2014, we may also redeem some or all of the Exchange Notes at a price equal to 100% of the principal amount of the Exchange Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date and a "make-whole premium" as described in this prospectus. See "Description of Exchange Notes—Optional redemption."
	The Exchange Notes will be redeemable at our option, in whole or in part, at any time on or after November 1, 2014, at the redemption prices set forth in this prospectus, together with accrued and unpaid interest, if any, to the date of redemption. See "Description of Exchange Notes—Optional redemption."
Change of Control Offer	If we experience certain change of control events, we must offer to repurchase the Exchange Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the applicable repurchase date. See "Description of Exchange Notes—Repurchase at the option of holders—Change of control."
Asset Sale Offer	If we sell assets under certain circumstances we must offer to repurchase the Exchange Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to the applicable repurchase date. See "Description of Exchange Notes—Repurchase at the option of holders—Asset sales."
Restrictive Covenants	The Exchange Notes will be issued under the indenture that contains covenants that, among other things, restrict our ability and the ability of our restricted subsidiaries to:
	• incur additional indebtedness and guarantee indebtedness;

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	• pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock;
	• prepay, redeem or repurchase certain indebtedness;
	• make loans and investments;
	• sell or otherwise dispose of assets;
	• incur liens;
	• enter into transactions with affiliates;
	• alter the business we conduct;
	• enter into agreements restricting our subsidiaries' ability to pay dividends; and
	• consolidate, merge or sell all or substantially all of our assets.
	These covenants will be subject to a number of important exceptions and qualifications. See "Description of Exchange Notes—Certain covenants."
No Established Trading Market	The Exchange Notes are new issues of securities with no established trading market. We do not intend to apply for the Exchange Notes to be listed on any securities exchange or included in any automated quotation system. We cannot assure you that a liquid market for the Exchange Notes will develop or be maintained.
Use of Proceeds	We will not receive any proceeds from the issuance of the Exchange Notes pursuant to the exchange offer.
Risk Factors	Investment in the Exchange Notes involves substantial risks. You should consider carefully all of the information set forth in this prospectus and, in particular, you should evaluate the specific factors discussed in the section entitled "Risk Factors" before deciding to invest in the Exchange Notes. For more complete information about the Exchange Notes, see "Description of Exchange Notes."

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Summary historical financial and other data

        The following tables set forth our selected financial data for the periods and at the dates indicated. All periods prior to November 5, 2010 are referred to as the Predecessor period and all periods including and after November 5, 2010 are referred to as the Successor period. Concurrent with the Acquisition, on November 5, 2010, our board of directors approved a change in our fiscal year from a fiscal year comprised of the twelve consecutive fiscal months ending on June 30 to a fiscal year comprised of the twelve consecutive fiscal months ending on December 31 of each year. This change in fiscal year commenced with the transition period beginning on July 1, 2010 and ending on December 31, 2010. We derived the statement of operations and cash flow data for the fiscal years ended June 30, 2009 and 2010 (Predecessor), the periods from July 1, 2010 to November 4, 2010 (Predecessor) and November 5, 2010 to December 31, 2010 (Successor), the year ended December 31, 2011 (Successor), and the selected balance sheet data as of June 30, 2010 (Predecessor), November 4, 2010 (Predecessor), December 31, 2010 (Successor) and December 31, 2011 (Successor), from our audited financial statements included elsewhere in this prospectus. The selected statement of operations and cash flow data for the year ended June 30, 2008 and the balance sheet data presented as of June 30, 2008 and 2009 is derived from our audited financial statements not included elsewhere within this prospectus.

        On November 5, 2010, Avista and its affiliates acquired, through Armored AutoGroup Inc. (formerly known as Viking Acquisition Inc.), The Auto-Care Products Business from Clorox. The Auto-Care Products Business, excluding the Prestone and YPF licensed brands, was a business product line of Clorox that operated through various Clorox wholly-owned or controlled legal entities throughout the world. The Auto-Care Products Business was not operated by Clorox as a stand-alone business or as a distinguishable reporting unit, but rather were components of various other individual businesses within the Clorox management reporting structure. In addition, the Auto-Care Products Business was not segregated in separate legal entities, the primary method by which Clorox maintained its accounting records. Rather, the revenues, expenses and assets related to the Auto-Care Products Business were derived from various data fields that utilized business assignments within the Clorox accounting records. Clorox did not provide the financial information necessary to prepare any financial statements for the Auto-Care Products Business for fiscal year 2007. Because of the length of time that has passed since fiscal year 2007 and the ensuing changes to the structure, composition and operation of the relevant businesses, as well as changes in and turnover of the Clorox staff, including executives who were familiar with these businesses, the preparation of accurate fiscal year 2007 selected financial information of the Auto-Care Products Business is now nearly impossible. The financial information necessary to prepare the financial statements for fiscal year 2007 resides solely with Clorox and Clorox has no obligation to provide such financial information to us. For these reasons and given the amount of time that has passed from this reporting period, we do not believe that the selected financial data attributable to the Predecessor for fiscal year ended June 30, 2007 can be created without unreasonable effort and expense and to the degree of accuracy that is necessary to prepare financial data disclosure.

        We believe the financial information included in this prospectus, taken as a whole, provides potential investors with a thorough understanding of our financial condition, results of operations and general business trends. As a result, we believe that the omission of selected financial information of the Predecessor for fiscal year ended June 30, 2007 does not have a material impact on existing and potential investors' understanding of our financial results and condition and related trends.

        Our historical results are not necessarily indicative of results to be expected for any future period. The following selected financial data presented below has been derived from financial statements that have been prepared in accordance with accounting principles generally accepted in the United States and should be read with our audited financial statements, including the accompanying notes to the financial statements, and with "Risk Factors," "Capitalization," "Selected Historical Financial Data"

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and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

	Year ended June 30,
										Period from July 1, 2010 to November 4, 2010			Period from November 5, 2010 to December 31, 2010			Year ended December 31, 2011
	2008			2009			2010
	(Predecessor)			(Predecessor)			(Predecessor)			(Predecessor)			(Successor)			(Successor)
Statement of operations data (in thousands):
Net sales	$	318,983		$	292,391		$	299,537		$	94,341		$	35,014		$	281,317
Cost of products sold		163,019			156,657			147,672			50,201			20,583			153,114
Cost of products sold—acquisition related		—			—			—			—			7,229			4,439
Gross profit		155,964			135,734			151,865			44,140			7,202			123,764
Operating expenses:
Selling and administrative expenses		31,925			31,040			34,028			10,916			5,422			40,240
Advertising costs		25,922			25,163			23,994			7,582			2,240			24,699
Research and development costs		3,999			3,591			3,289			1,063			609			2,307
Amortization of acquired intangible assets		3			2			3			1			5,709			36,701
Acquisition-related charges		—			—			—			—			16,026			1,020
Restructuring costs (benefits)		1,200			994			11			(146	)		—			—
Total operating expenses		63,049			60,790			61,325			19,416			30,006			104,967
Operating profit (loss)		92,915			74,944			90,540			24,724			(22,804	)		18,797
Non-operating expenses:
Interest expense		—			—			—			—			7,350			48,090
Other (income) expense		(696	)		758			238			(128	)		212			80
Earnings (loss) before income taxes		93,611			74,186			90,302			24,852			(30,366	)		(29,373	)
Provision (benefit) for income taxes		34,959			26,626			34,277			8,728			(8,250	)		(11,705	)
Net earnings (loss)	$	58,652		$	47,560		$	56,025		$	16,124		$	(22,116	)	$	(17,668	)
Cash flow data (in thousands):
Net cash provided by (used in) operating activities	$	62,529		$	54,423		$	36,539		$	(5,295	)	$	(16,594	)	$	(9,790	)
Net cash used in investing activities		(2,105	)		(2,407	)		(2,312	)		(1,463	)		(756,155	)		(13,011	)
Net cash (used in) provided by financing activities		(60,424	)		(52,016	)		(34,227	)		6,758			804,466			(2,875	)
Capital expenditures		(2,164	)		(1,443	)		(2,312	)		(1,463	)		(1,539	)		(13,011	)

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	Balance at June 30,
							Balance at November 4, 2010		Balance at December 31, 2010		Balance at December 31, 2011
	2008		2009		2010
	(Predecessor)		(Predecessor)		(Predecessor)		(Predecessor)		(Successor)		(Successor)
Balance sheet data (in thousands):
Cash	$	—	$	—	$	—	$	—	$	31,701	$	4,935
Total current assets		94,606		77,704		112,195		100,786		110,831		118,149
Total debt		—		—		—		—		554,977		554,331
Total liabilities		75,728		64,437		74,187		39,640		713,176		709,143
Total equity		393,681		385,118		410,409		434,025		237,742		218,333

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RISK FACTORS

You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to participate in the exchange offer. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of those risks actually occurs, our business, financial condition and results of operations would suffer. In such case, you may lose all or part of your original investment. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See "Cautionary Statement Regarding Forward-Looking Statements" in this prospectus.

Risks related to the exchange offer and the Exchange Notes

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the Exchange Notes.

        We have a significant amount of indebtedness. As of December 31, 2011, we have aggregate gross amount of indebtedness of approximately $572.0 million, exclusive of issuance discounts. Our debt is comprised of a senior secured credit facility ("the Credit Facilities"), consisting of a $300.0 million term loan (the "Term Loan Facility"), of which we have $297.0 million outstanding, notwithstanding $8.1 million remaining unamortized original issue discount, an undrawn $50.0 million revolving credit facility (the "Revolving Credit Facility"), and $275.0 million in aggregate principle amount of outstanding Old Notes.

        Our substantial indebtedness could have important consequences to the holders of the Exchange Notes, including:

•

making it more difficult for us to satisfy our obligations with respect to the Exchange Notes and our other indebtedness;

•

limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;

•

requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;

•

increasing our vulnerability to adverse changes in general economic, industry and competitive conditions;

•

exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under the Credit Facilities, are at variable rates of interest;

•

limiting our flexibility in planning for and reacting to changes in the industry in which we compete;

•

placing us at a disadvantage compared to other, less leveraged competitors; and

•

increasing our cost of borrowing.

        In addition, the indenture that governs the Notes and the credit agreement governing the Credit Facilities contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our indebtedness.

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Despite our current level of indebtedness, we and our subsidiaries may still be able to incur substantially more indebtedness. This could further exacerbate the risks to our financial condition described above and prevent us from fulfilling our obligations under the Exchange Notes.

        We and our subsidiaries may be able to incur significant additional indebtedness in the future. Although the indenture that governs the Notes and the credit agreement governing the Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. If we incur any additional indebtedness that ranks equally with the Exchange Notes, subject to any collateral arrangements, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with our insolvency, liquidation, reorganization, dissolution or other winding up as a company. This may have the effect of reducing the amount of proceeds paid to you. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. In addition, our Revolving Credit Facility provides us commitments of up to $50.0 million in the aggregate, none of which is drawn as of December 31, 2011, except for securing the book overdraft of approximately $2.0 million. Our Revolving Credit Facility could increase by $75.0 million, subject to certain conditions. We also can incur additional secured indebtedness if certain specified conditions are met under the credit agreement governing the Credit Facilities. All of those borrowings would be secured indebtedness. If new indebtedness is added to our current indebtedness levels, the related risks that we and the subsidiary guarantors now face could intensify. See "Description of Other Indebtedness" and "Description of Exchange Notes."

We may not be able to generate sufficient cash to service all of our indebtedness, including the Exchange Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

        Our ability to make scheduled payments on or refinance our debt obligations, including the Exchange Notes depends on our financial condition and operating performance, which are subject to prevailing economic, industry and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the Exchange Notes.

        If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional indebtedness or equity capital or restructure or refinance our indebtedness, including the Exchange Notes. We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The credit agreement governing the Credit Facilities and the indenture that governs the Notes restrict our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. See "Description of Other Indebtedness" and "Description of Exchange Notes."

        In addition, we conduct a substantial portion of our operations through our subsidiaries, certain of which are not guarantors of the Exchange Notes or our other indebtedness. Accordingly, repayment of our indebtedness, including the Exchange Notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the Exchange Notes or our other indebtedness, our subsidiaries do not have any obligation to pay amounts due on the Exchange Notes or our other indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may

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not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the Exchange Notes. Each subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture that governs the Notes and the agreements governing certain of our other existing indebtedness limit the ability of certain of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the Exchange Notes.

        Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations under the Exchange Notes.

        If we cannot make scheduled payments on our indebtedness, we will be in default and holders of the Exchange Notes could declare all outstanding principal and interest to be due and payable, the lenders under the Revolving Credit Facility could terminate their commitments to loan money, our secured lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. All of these events could result in your losing your entire investment in the Notes.

The terms of our credit agreement governing the Credit Facilities and the indenture that governs the Notes restricts our current and future operations, particularly our ability to respond to changes or to take certain actions.

        The credit agreement governing the Credit Facilities and the indenture that governs the Notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including, among other things, restrictions on our ability to:

•

incur additional indebtedness and guarantee indebtedness;

•

pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock;

•

prepay, redeem or repurchase certain indebtedness;

•

make loans and investments;

•

sell or otherwise dispose of assets;

•

incur liens;

•

enter into transactions with affiliates;

•

alter the businesses we conduct;

•

enter into agreements restricting our subsidiaries' ability to pay dividends; and

•

consolidate, merge or sell all or substantially all of our assets.

        In addition, the restrictive covenants in the credit agreement governing the Credit Facilities require us to maintain specified financial ratios and satisfy other financial condition tests in order to utilize the Revolving Facility. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we may not be able to meet them.

        These restrictive covenants could adversely affect our ability to:

•

finance our operations;

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•

make needed capital expenditures;

•

make strategic acquisitions or investments or enter into joint ventures;

•

withstand a future downturn in our business, the industry or the economy in general;

•

engage in business activities, including future opportunities, that may be in our best interest; and

•

plan for or react to market conditions or otherwise execute our business strategies.

        These restrictions may affect our ability to grow in accordance with our plans.

        A breach of the covenants under the indenture that governs the Notes or under the credit agreement governing the Credit Facilities could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related indebtedness and may result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies. In addition, an event of default under the credit agreement governing the Revolving Credit Facility would permit the lenders under the Revolving Credit Facility to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay the amounts due and payable under the Revolving Credit Facility, those lenders could proceed against the collateral granted to them to secure that indebtedness. In the event our lenders or note holders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

        Borrowings under the Credit Facilities are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remained the same, and our net earnings and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Assuming all revolving loans are fully drawn, each quarter point change in interest rates would result in a $0.9 million change in annual interest expense on our indebtedness under the Credit Facilities. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk, or may create additional risks.

The Exchange Notes will be effectively subordinated to our and our subsidiary guarantors' indebtedness under the Credit Facilities and our other secured indebtedness to the extent of the value of the assets securing that indebtedness.

        The Exchange Notes will not be secured by any of our or our subsidiary guarantors' assets. As a result, the Exchange Notes and the guarantees will be effectively subordinated to our and our subsidiary guarantors' indebtedness under the Credit Facilities with respect to the assets that secure that indebtedness. As of December 31, 2011, we had approximately $297.0 million of indebtedness under the Term Loan Facility, all of which would have been effectively senior to the Notes, and approximately $50.0 million of additional borrowing capacity under the Revolving Credit Facility, which could increase by $75.0 million, subject to certain conditions. We also can incur additional secured indebtedness if certain specified conditions are met under the credit agreement governing the Credit Facilities. See "Description of Other Indebtedness." In addition, we may incur additional secured indebtedness in the future. The effect of this subordination is that upon a default in payment on, or the acceleration of, any of our secured indebtedness, or in the event of bankruptcy, insolvency, liquidation, dissolution or reorganization of our company or the subsidiary guarantors of the Credit Facilities or of that other secured indebtedness, the proceeds from the sale of assets securing our secured indebtedness

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will be available to pay obligations on the Exchange Notes only after all indebtedness under the Credit Facilities and that other secured indebtedness has been paid in full. As a result, the holders of the Exchange Notes may receive less, ratably, than the holders of secured indebtedness in the event of our or our subsidiary guarantors' bankruptcy, insolvency, liquidation, dissolution or reorganization.

The Exchange Notes will be structurally subordinated to all obligations of our existing and future subsidiaries that are not and do not become guarantors of the Exchange Notes.

        Each of our existing and future subsidiaries that is a borrower under or that guarantees obligations under the Credit Facilities or that guarantees our other indebtedness or indebtedness of a guarantor will guarantee the Exchange Notes on a joint, several and unconditional basis. Our subsidiaries that do not guarantee the Exchange Notes, including all of our non-domestic subsidiaries, will have no obligation, contingent or otherwise, to pay amounts due under the Exchange Notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. The Exchange Notes will be structurally subordinated to all indebtedness and other obligations of any non-guarantor subsidiary such that in the event of insolvency, liquidation, reorganization, dissolution or other winding up of any subsidiary that is not a guarantor, all of that subsidiary's creditors, including trade creditors and preferred stockholders, if any, would be entitled to payment in full out of that subsidiary's assets before we would be entitled to any payment.

        In addition, the indenture that governs the Notes will, subject to some limitations, permit these subsidiaries to incur additional indebtedness and will not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

        Our non-guarantor subsidiaries include all of our international subsidiaries. For the twelve months ended June 30, 2010 and the year ended December 31, 2011, our international operations represented approximately 29% and 32% of our total consolidated net sales, respectively.

        In addition, our subsidiaries that provide, or will provide, guarantees of the Exchange Notes will be automatically released from those guarantees upon the occurrence of certain events, including the following:

•

the designation of that subsidiary guarantor as an unrestricted subsidiary;

•

the release or discharge of any guarantee or indebtedness that resulted in the creation of the guarantee of the Exchange Notes by such subsidiary guarantor; or

•

the sale or other disposition, including the sale of substantially all the assets, of that subsidiary guarantor.

        If any subsidiary guarantee is released, no holder of the Exchange Notes will have a claim as a creditor against that subsidiary, and the indebtedness and other liabilities, including trade payables and preferred stock, if any, whether secured or unsecured, of that subsidiary will be effectively senior to the claim of any holders of the Exchange Notes. See "Description of Exchange Notes—Guarantees."

We may not be able to repurchase the Exchange Notes upon a change of control.

        Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding Exchange Notes at 101% of their principal amount, together with accrued and unpaid interest, if any, to the purchase date. Additionally, under the Credit Facilities, a change of control (as defined therein) constitutes an event of default that permits the lenders to accelerate the maturity of borrowings under the respective agreements and terminate their commitments to lend. The source of funds for any purchase of the Exchange Notes and repayment of borrowings under the Credit Facilities would be our available cash or cash generated from our subsidiaries' operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the

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Exchange Notes upon a change of control because we may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a change of control and repay our other indebtedness that will become due. We may require additional financing from third parties to fund any such purchases, and we may be unable to obtain financing on satisfactory terms or at all. Further, our ability to repurchase the Exchange Notes may be limited by law. In order to avoid the obligations to repurchase the Exchange Notes and events of default and potential breaches of the credit agreement governing the Credit Facilities, we may have to avoid certain change of control transactions that would otherwise be beneficial to us.

        In addition, some important corporate events, such as leveraged recapitalizations, may not, under the indenture that governs the Notes, constitute a "change of control" that would require us to repurchase the Exchange Notes, even though those corporate events could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings, financial condition or the value of the Exchange Notes. See "Description of Exchange Notes—Repurchase at the option of holders—Change of control."

Holders of the Exchange Notes may not be able to determine when a change of control giving rise to their right to have the Exchange Notes repurchased has occurred following a sale of "substantially all" of our assets.

        The definition of change of control in the indenture that governs the Notes includes a phrase relating to the sale of "all or substantially all" of our assets. There is no precise established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a holder of Exchange Notes to require us to repurchase its Exchange Notes as a result of a sale of less than all of our assets to another person may be uncertain.

Federal and state fraudulent transfer laws may permit a court to void the Exchange Notes or the guarantees, and if that occurs, you may not receive any payments on the Exchange Notes.

        Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the Exchange Notes and the incurrence of the guarantees of the Exchange Notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the Exchange Notes or the guarantees thereof could be voided as a fraudulent transfer or conveyance if we or any of the guarantors, as applicable, (a) issued the Exchange Notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (b) received less than reasonably equivalent value or fair consideration in return for either issuing the Exchange Notes or incurring the guarantees and, in the case of (b) only, one of the following is also true at the time thereof:

•

we or any of the subsidiary guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the Exchange Notes or the incurrence of the guarantees;

•

the issuance of the Exchange Notes or the incurrence of the guarantees left us or any of the subsidiary guarantors, as applicable, with an unreasonably small amount of capital or assets to carry on the business;

•

we or any of the subsidiary guarantors intended to, or believed that we or such subsidiary guarantor would, incur indebtedness beyond our or the subsidiary guarantor's ability to pay as they mature; or

•

we or any of the subsidiary guarantors were a defendant in an action for money damages, or had a judgment for money damages docketed against us or the subsidiary guarantor if, in either case, the judgment is unsatisfied after final judgment.

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        As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is secured or satisfied. A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee to the extent the guarantor did not obtain a reasonably equivalent benefit directly or indirectly from the issuance of the Exchange Notes.

        We cannot be certain as to the standards a court would use to determine whether or not we or the subsidiary guarantors were insolvent at the relevant time or, regardless of the standard that a court uses, whether the Exchange Notes or the guarantees would be subordinated to our or any of our subsidiary guarantors' other indebtedness. In general, however, a court would deem an entity insolvent if:

•

the sum of its indebtedness, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing indebtedness, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its indebtedness as they became due.

        If a court were to find that the issuance of the Exchange Notes or the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the Exchange Notes or that guarantee, could subordinate the Exchange Notes or that guarantee to presently existing and future indebtedness of ours or of the related subsidiary guarantor or could require the holders of the Exchange Notes to repay any amounts received with respect to that guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the avoidance of the Exchange Notes could result in an event of default with respect to our and our subsidiaries' other indebtedness that could result in acceleration of that indebtedness.

        Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the Exchange Notes to other claims against us under the principle of equitable subordination if the court determines that (1) the holder of Exchange Notes engaged in some type of inequitable conduct, (2) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of notes and (3) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code.

Holders of Old Notes who fail to exchange their Old Notes in the exchange offer will continue to be subject to restrictions on transfer.

        If you do not exchange your Old Notes for Exchange Notes in the exchange offer, you will continue to be subject to the restrictions on transfer applicable to the Old Notes. The restrictions on transfer of your Old Notes arise because we issued the Old Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Old Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the Old Notes under the Securities Act. In addition, if there are only a small number of Old Notes outstanding, there may not be a very liquid market in those Old Notes. There may be few investors that will purchase unregistered securities in which there is not a liquid market. For further information regarding the consequences of tendering your Old Notes in the exchange offer, see the discussion below under the caption "The Exchange Offer—Consequences of Failure to Exchange."

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If an active trading market does not develop for the Exchange Notes, you may not be able to resell them.

        The Exchange Notes are a new issue of securities. We do not intend to apply to list the Exchange Notes on any securities exchange or to arrange for quotation on any automated dealer quotation systems. There is no established public trading market for the Exchange Notes, and an active trading market may not develop. If no active trading market develops, you may not be able to resell your Exchange Notes at their fair market value or at all. Future trading prices of the Exchange Notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and financial condition, the number of holders of Exchange Notes and the market for similar securities. We cannot assure you that the market, if any, for the Exchange Notes will be free from disruptions or that any such disruptions may not adversely affect the prices at which you may sell your Exchange Notes.

The market price of the Exchange Notes may be volatile, which could affect the value of your investment.

        It is impossible to predict whether the price of the Exchange Notes will rise or fall. Trading prices of the Exchange Notes will be influenced by our operating results and prospects and by economic, financial, regulatory and other factors. General market conditions, including the level of, and fluctuations in, the prices of high-yield notes, will also have an impact.

You must comply with the exchange offer procedures in order to receive new, freely tradable Exchange Notes.

        Delivery of Exchange Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of book-entry transfer of Old Notes into the exchange agent's account at DTC, as depositary, including an Agent's Message (as defined herein). We are not required to notify you of defects or irregularities in tenders of Old Notes for exchange. Old Notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the Registration Rights Agreement will terminate. See "The Exchange Offer—Procedures for Tendering Old Notes Through Brokers and Banks" and "The Exchange Offer—Consequences of Failure to Exchange."

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

        Our debt has a non-investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Exchange Notes. Credit ratings are not recommendations to purchase, hold or sell the Exchange Notes. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the Exchange Notes. Any downgrade by either Standard & Poor's or Moody's would increase the interest rate on the Credit Facilities, decrease our earnings and may result in higher borrowing costs.

        Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. If any credit rating initially assigned to the Exchange Notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your Exchange Notes at a favorable price or at all.

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Many of the covenants in the indenture that governs the Notes will not apply during any period in which the Notes are rated investment grade by both Moody's and Standard & Poor's.

        Many of the covenants in the indenture that governs the Notes will not apply to us during any period in which the Exchange Notes are rated investment grade by both Moody's and Standard & Poor's, provided at such time no default or event of default has occurred and is continuing. These covenants will restrict, among other things, our ability to pay distributions, incur indebtedness and enter into certain other transactions. There can be no assurance that the Exchange Notes will ever be rated investment grade, or that if they are rated investment grade, that the Exchange Notes will maintain these ratings. However, suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force. To the extent the covenants are subsequently reinstated, any such actions taken while the covenants were suspended would not result in an event of default under the indenture that governs the Notes. See "Description of Exchange Notes—Certain covenants—Effectiveness of covenants."

Some holders who exchange their Old Notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

        If you exchange your Old Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        Based on interpretations by the SEC in no-action letters, we believe, with respect to Exchange Notes issued in the exchange offer, that:

•

holders who are not "affiliates" of ours within the meaning of Rule 405 of the Securities Act;

•

holders who acquire their Exchange Notes in the ordinary course of business;

•

holders who do not engage in, intend to engage in, or have arrangements to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes; and

•

are not broker-dealers,

do not have to comply with the registration and prospectus delivery requirements of the Securities Act.

        Holders described in the preceding sentence must tell us in writing at our request that they meet these criteria. Holders that do not meet these criteria could not rely on interpretations of the SEC in no-action letters, and will have to register the Exchange Notes they receive in the exchange offer and deliver a prospectus for them. In addition, holders that are broker-dealers may be deemed "underwriters" within the meaning of the Securities Act in connection with any resale of Exchange Notes acquired in the exchange offer. Holders that are broker-dealers must acknowledge that they acquired their outstanding Exchange Notes in market-making activities or other trading activities and must deliver a prospectus when they resell Exchange Notes they acquire in the exchange offer in order not to be deemed an underwriter.

We are indirectly owned and controlled by Avista and their interests may conflict with yours as a creditor.

        Avista and several of its employees together own approximately 99.3% of Parent, which is the sole stockholder of Intermediate, our parent company. As a result, Avista has the power to elect our board of directors and effectively controls major decisions regardless of whether holders of the Exchange Notes believe that any such decisions are in their own best interests. The interests of Avista as an equity holder may conflict with your interests as a holder of the Exchange Notes. Avista may have an incentive to increase the value of its investment or cause us to distribute funds at the expense of our financial condition and affect our ability to make payments on the Exchange Notes. In addition, Avista may have an interest in pursuing acquisitions, divestitures, financings or other transactions that it believes could enhance its equity investments even though such transactions might involve risks to you as a note holder.

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Risks related to our business

We face intense competition in our business, which could lead to reduced profitability if we cannot compete effectively.

        We face intense competition from automotive aftermarket product companies both in the United States and in international markets for the limited space available for the display of these products to the consumer. Most of our products compete with other widely-promoted and advertised brands within each of our product categories. We also encounter competition from similar and alternative products, many of which are produced and marketed by major multinational or domestic companies.

        Our products generally compete on the basis of product performance, brand recognition, price, value, quality or other benefits to consumers. Advertising, promotion, merchandising and packaging also have a significant impact on consumer purchasing decisions. A newly introduced consumer product, whether improved or newly developed, usually encounters intense competition requiring substantial expenditures for advertising, sales promotion and trade merchandising. If a product gains consumer acceptance, it normally requires continued advertising, promotional support and product enhancements to maintain its relative competitive position.

        Some of our competitors are larger and have greater financial resources than we do. These competitors may be able to spend more aggressively on advertising and promotional activities, introduce competing products more quickly, offer customers more attractive trade terms and respond more effectively to changing business and economic conditions than we can. We also compete against premium and niche competitors. In addition, our competitors have attempted in the past, and may attempt in the future, to gain market share by offering products at prices at or below those typically offered by us. Competitive activity may require us to increase spending on advertising and promotions or reduce prices and could lead to reduced profits or a loss of market share, either of which could adversely affect our results of operations. We may not be able to compete successfully against current and future competitors and competitive pressures we face may have a material adverse effect on our business, financial condition and results of operations.

Harm to our reputation or the reputation of one or more of our leading brands could have an adverse effect on our business.

        We believe that maintaining and developing our brand names, including Armor All and STP are critical to our success and that the importance of brand recognition increases as competitors offer products similar to our products. Maintaining a strong reputation with consumers, customers and trade partners is critical to the success of our business. We devote significant time and incur substantial marketing and promotional expenditures to create and maintain brand loyalty as well as increase brand awareness of our products. As a company, we also focus on ethics and compliance, sustainability, and product safety and quality initiatives, among others to protect our reputation and brand image. Despite these efforts, adverse publicity about us, including product safety or quality or similar concerns, whether real or perceived, could harm our image and result in an adverse effect on our business, as well as require resources to rebuild our reputation. Prior to the Acquisition, we significantly reduced our spending on, investing in and promoting of our brands by ceasing to promote motor sports to the same levels we had done in the past, which resulted in a loss of market share and lower brand awareness. If our brand-building strategy is unsuccessful, expenses for rebuilding our brands may never be recovered, and we may be unable to increase our future revenues or implement our business strategy.

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Customer support of our marketing and advertising programs and new product launches is critical for our success.

        The support of our customers is critical for the success of our marketing and trade promotion programs and any new strategic initiatives we seek to undertake, and the successful execution of these initiatives, will depend on our ability to maintain alignment with and support from our customers. We depend on our customers for merchandising and checkout support, and our customers set the prices for end consumers. If our efforts to build alignment with our customers are unsuccessful, it may result in a delay in the implementation of our marketing and advertising programs and other key initiatives. The failure of our customers to support our marketing programs and strategic initiatives could adversely affect our ability to implement our business strategy and could materially harm our business, results of operations and financial condition. Additionally, the success of any new product introductions will be dependent upon our ability to secure distribution from our retail partners.

A significant portion of our net sales and net earnings is derived from a few key customers. The loss of any one or more of these customers could cause a material decline in our operating results.

        A limited number of customers account for a large percentage of our net sales. We had one customer (Wal-Mart) who represented more than 10% of total net sales. Wal-Mart represented 23%, 22%, 19%, 28% and 20% of net sales for the twelve months ended June 30, 2009 and 2010, the period from July 1, 2010 to November 4, 2010, the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011. Further, net sales to our seven largest customers represented approximately 67% and 65% of U.S. net sales for the twelve months ended June 30, 2010 and the year ended December 31, 2011, respectively. Additionally, each of our individual brands may also be subjected to customer sales concentration. The loss of, or reduction in, orders from any of our most significant customers could have a material adverse effect on our brands, business, financial condition and results of operations. In addition, continued consolidation within the retail industry has resulted in an increasingly concentrated retail base. To the extent such consolidation continues to occur, our net sales and profitability may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments involving our relationship with, one or more customers.

        Large customers also seek price reductions, added support or promotional concessions, which may negatively impact our ability to maintain existing profit margins. We expect that a significant portion of our net sales will continue to be derived from a small number of customers. As a result, changes in the strategies of our largest customers, including a reduction in merchandising support for our products, a reduction in the number of brands they carry or a shift of shelf space to "private-label" or competitors' products, may harm our sales. Reduced support from our customers has a negative effect on our profitability and may reduce our ability to bring new innovative products to consumers.

        In addition, our business is based primarily upon individual sales orders, and we typically do not enter into long-term contracts with our customers. Accordingly, these customers could reduce their purchasing levels or cease buying products from us at any time and for any reason. We are also subject to changes in customer purchasing patterns. These types of changes may result from changes in the manner in which customers purchase and manage inventory levels, or display and promote products within their stores. Other potential factors such as customer disputes regarding shipments, fees, merchandise condition or related matters may also impact operating results. If we do not effectively respond to the demands of our customers, they could decrease their purchases from us or cease doing business with us, causing harm to our business, financial condition and results of operations.

Sales growth may be difficult to achieve.

        Our ability to achieve sales growth will depend on our ability to drive growth through innovation, investment in our established brands and enhanced and more effective merchandising and promotional

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activity. Accelerated growth is partially dependent on our ability to capture market share from competitors and our ability to acquire additional brands. We may be forced to increase prices on one or more of our products in response to increased costs for components and raw materials. Product price increases may slow sales volume growth or create declines in volume in the short term as customers adjust to sales price increases. If we are unable to increase market share in existing product lines, secure additional shelf share, develop product improvements, undertake sales, advertising and trade promotions to grow our product categories, develop, acquire or successfully launch new products, provide attractive trade terms or successfully penetrate new and developing markets, we may not achieve our sales growth objectives.

We may not successfully develop and introduce new products and line extensions.

        Our future performance and growth depend, in part, on our ability to successfully develop and introduce new products and line extensions. We may not be able to successfully achieve those goals. We compete in product categories where there are frequent introductions of new products and line extensions. The ability to understand consumer preferences and identify technological trends is critical to maintaining and improving the competitiveness of our product offerings. Our success depends on our ability to identify, originate and define automotive consumer product trends, as well as to anticipate, gauge and react to changing consumer demands in a timely manner and engender retailer support for new product introductions. Our automotive consumer products must appeal to a broad range of consumers whose preferences cannot be predicted with certainty and are subject to rapid change. We may not be able to continue to develop appealing automotive aftermarket products or meet changing consumer demands in the future. If we misjudge the market for our products, we may be faced with significant excess inventories for some products and missed opportunities for other products.

        The development and introduction of new products, as well as the improvement of current products and product lines, require substantial and effective research, development and marketing expenditures, which we may be unable to recoup if the new or renovated products and line extensions do not gain widespread market acceptance. There are inherent risks associated with new product development and new product launches, including:

•

product development or launch delays, which could result in us not being first to market;

•

the failure of new products and line extensions to achieve anticipated levels of market acceptance;

•

the cost of failed product introductions;

•

the availability of alternative products from our competitors;

•

the price of our products in relation to those of our competitors; and

•

timing of market entry.

        As we continue to focus on innovation, our business, financial condition or results of operations could be adversely affected in the event that we are not able to effectively develop and introduce new or renovated products and line extensions.

Our operating results and net earnings may not meet expectations.

        We cannot be sure that our operating results and cash flows will meet expectations. If our assumptions and estimates are incorrect or do not come to fruition, or if we do not achieve all of our key goals, then our actual performance could vary materially from our expectations. Our operating results and net earnings may be influenced by a number of factors, including the following:

•

significant increases in the costs of finished goods, components, raw materials or transportation;

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•

our ability to control internal costs and generate expected cost savings and efficiencies;

•

our ability to efficiently manage our supply chain and manufacturing process and to effectively provide supply assurances to our customers;

•

the impact of general economic conditions in the United States and in other countries in which we currently do business;

•

consumer and customer reaction to sales price increases;

•

changes in product sales pricing by us or our competitors;

•

the introduction of new products and line extensions by us or our competitors;

•

the impact of a potential product withdrawal, recall or other quality issue;

•

our ability to ensure compliance with applicable laws both foreign and domestic and with our policies and procedures;

•

the impact of environmental compliance costs;

•

the mix of products with varying profitability sold in a given period;

•

the effectiveness of our advertising, marketing and promotional programs;

•

our ability to execute our strategies and to maintain and enhance profits in the face of a consolidating retail environment;

•

our ability to achieve our business plans, including sales volume growth and sales pricing plans, as a result of high levels of competitive activity;

•

our ability to maintain key customer relationships;

•

the impact of potential emerging technologies on our existing product lines, including any potential future obsolescence;

•

our ability to maintain the value and reputation of our brands;

•

the ability of major customers and other debtors to meet their obligations as they come due;

•

our ability to successfully manage our separation from Clorox;

•

the failure of parties contracting with us to perform their obligations and the loss of or inability to renew contracts of importance to our performance;

•

the ability to successfully manage regulatory, tax and legal matters, including resolution of pending matters within current estimates;

•

substantial costs associated with regulatory compliance;

•

our ability to attract and retain qualified personnel;

•

the ability to maintain the overall quality of new and existing products;

•

our ability to penetrate and grow domestic and international markets and distribution channels;

•

the impact of interest rate and foreign currency exchange rate fluctuations;

•

the impact of commodity hedges and/or commodity fluctuations;

•

the impact of foreign import and export restrictions or other trade regulations;

•

charges resulting from any restructuring that management may, from time to time, choose to undertake;

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•

our ability to manage inventory at appropriate levels, including decisions regarding obsolescence;

•

our reliance on brokers for the grocery channel, convenience stores, gas stations and auto retailers;

•

significant increases in insurance costs, healthcare or other employee benefit costs;

•

the impact of any litigation or product liability claims; and

•

fluctuations in federal, state, local and foreign taxes; and

•

Our ability to successfully implement our new enterprise resource planning ("ERP") system in our international markets on a timely and economic basis.

        In addition, sales volume growth, whether due to acquisitions or internal growth, can place burdens on management resources and financial controls that, in turn, can have a negative impact on operating results and net earnings. To some extent, we plan our expense levels in anticipation of future revenues. If actual revenues fall short of these expectations, operating results and net earnings are likely to be adversely affected.

Acquisitions, new venture investments and divestitures may not be successful.

        As part of our strategy, we may seek to increase growth through acquisitions and any such acquisition may be significant. Not only is the identification of good acquisition candidates difficult and competitive, but these transactions also involve numerous risks, including the ability to:

•

successfully integrate acquired companies, products, systems or personnel into our existing business, especially with respect to businesses or operations that are outside of the United States;

•

minimize any potential interruption to our ongoing business;

•

successfully enter categories and markets in which we may have limited or no prior experience;

•

achieve expected synergies and obtain the desired financial or strategic benefits from acquisitions;

•

retain key relationships with employees, customers, partners and suppliers of acquired companies; and

•

maintain uniform standards, controls, procedures and policies throughout acquired companies.

        Companies, businesses or operations acquired or joint ventures created may not be profitable or may not achieve sales levels and profitability that justify the investments made. Future acquisitions could also result in the incurrence of indebtedness, the assumption of contingent liabilities, material expenses related to certain intangible assets and increased operating expenses, which could adversely affect our results of operations and financial condition. Future acquisitions of foreign companies would increase our exposure to foreign exchange risks. In addition, to the extent that the economic benefits associated with any of our acquisitions diminish in the future, we may be required to record write-downs of goodwill, intangible assets or other assets associated with such acquisitions, which could adversely affect our operating results. The automotive aftermarket industry is comprised of a number of businesses that are non-core to their current owners. In addition, companies with branded products generally tend to have minimal operational infrastructure and can generally be readily integrated into an acquirer because of customer and sales force overlap, small SKU counts and asset light operations (generally minimal owned manufacturing facilities and distribution centers). As such, we are currently reviewing the landscape of potential opportunities and pursuing potential acquisitions. These opportunities offer us the potential to strengthen our brands and business, increase product offerings and/or leverage our scale to achieve cost-savings through integration synergies, while considering our

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immediate organic growth opportunities and the execution risks associated with the integration efforts surrounding our recent separation from Clorox. There can be no assurance that such efforts will result in a proposed transaction or in a definitive agreement for such a transaction being entered into. As part of our evolving acquisition criteria and as opportunities presented by various potential transactions appear, we may finance a potential transaction with debt, equity or a combination thereof, although any potential transaction and related financing should be accretive across our capital structure.

        We may also decide to divest certain assets, businesses or brands that do not meet our strategic objectives or growth targets. With respect to any divestiture, we may encounter difficulty finding potential acquirers or other divestiture options on favorable terms. Any divestiture could affect our profitability, either as a result of the gains or losses on such sale of a business or brand, the loss of the operating income resulting from such sale or the costs or liabilities that are not assumed by the acquirer that may negatively impact profitability subsequent to any divestiture. We may also be required to recognize impairment charges as the result of a divesture.

        Any potential future acquisitions, new ventures or divestitures may divert the attention of management and may divert resources from matters that are core or critical to the business.

Changes in marketing distributor relationships that are not managed successfully could result in a disruption in one or more of the affected markets.

        We distribute our products throughout the world in one of two ways: (1) through direct distribution, in which products are sold directly by us to wholesalers and retailers, for example, in the United States, Canada, Australia, the United Kingdom and Germany; and (2) through marketing distribution, in which products are sold to exclusive marketing distributors who in turn sell to wholesalers and retailers. The marketing distribution model is generally used in countries where we do not have direct company-owned operations. Instead, we partner with local companies who perform the sales, marketing and distribution functions. We invest time and resources in these relationships. Should key personnel change and/or the relationship change or terminate, we could be at risk until such time as a suitable replacement can be found and our key marketing strategies implemented. There is a risk that changes in such marketing distributor relationships that are not managed successfully could result in a disruption in one or more of the affected markets and that such disruption could have an adverse material effect on our business, financial condition and results of operations. Additionally, in some countries, local laws may require substantial payments to terminate existing relationships, which could also have an adverse material effect on our business, financial condition and results of operations.

Our quarterly results of operations are subject to fluctuations due to the seasonality of our business and other events.

        Our business is moderately seasonal. Our sales are typically higher in the first half of the calendar year as our customers purchase stock for the spring and summer seasons when weather is warmer than in the fall and winter months. Because our business is moderately seasonal, results for any one quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year. In addition, weather conditions in North America and Europe can have a significant impact on the timing of sales in the spring selling season and overall annual sales. An abnormally wet and/or cold spring throughout North America or Europe could adversely affect appearance products category sales and, therefore, our financial results.

We are exposed to commodity fluctuation risk and may not be able to adequately hedge our exposure, if at all.

        The raw materials for the products that we produce include silicone, jet fuel, base oil and other chemicals. Our packaging includes resin products, which is sensitive to change in fuel costs, and corrugated materials. Our profitability is sensitive to changes in the costs of these commodities caused

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by changes in supply or other market conditions, over which we have little or no control. Increases in the cost of energy, transportation and other necessary supplies or services, including the cost of diesel or jet fuel, may also harm our profits and operating results. During the twelve months ended June 30, 2009 and the year ended December 31, 2011, we experienced an increase in the prices of certain commodities, which negatively impacted our margins. When there are price increases for silicone, jet fuel, base oil or any of the principal raw materials or other supplies or services we use, we may not be able to pass on these increases, in whole or in part, to our customers, or we may be delayed in our ability to do so, or we may be unable to achieve cost savings to offset such price increases. In addition, if we increase the prices of our products in response to increases in the cost of commodities, and the commodity costs decline, we may not be able to sustain our price increases over time. Also, competitors may not adjust their prices, which could lead to sales declines and loss of market share. During the three months ended June 30, 2011, we increased our prices on many stock-keeping units to cover increases in commodity costs. Sustained price increases may lead to declines in volume, and while we seek to project tradeoffs between price increases and volume, our projections may not accurately predict the volume impact of price increases. Historically, our Predecessor entered into commodity hedges in order to minimize the risk of commodity price changes. However, there is no assurance that such activities will fully offset any adverse movements in commodity prices. For example, despite the fact that our Predecessor had hedged a portion of our commodity exposure during the twelve months ended June 30, 2009, we experienced significant commodity price increases. Additionally, hedging activities, if entered into, may negatively impact our financial results if commodity prices fall.

We may be adversely affected by the current economic environment or future volatility in global economies.

        Our performance is subject to general economic conditions and their impact on levels of consumer confidence and consumer spending. In calendar years 2009 and 2010, consumer confidence and consumer spending deteriorated significantly, only recently stabilizing, but could remain depressed for an extended period of time. Reduced consumer discretionary spending due to economic uncertainty or unfavorable economic conditions may lead to reduced sales volumes or cause a shift in our product mix from higher margin to lower margin products. Some of the factors that could influence the deterioration of consumer confidence and consumer spending include financial market volatility, fluctuating interest rates and credit availability, fluctuating fuel and other energy costs, fluctuating commodity prices, higher levels of unemployment, higher consumer debt levels, reductions in net worth based on market declines, home foreclosures and reductions in home values, and general uncertainty regarding the overall future economic environment, all of which are beyond our control. The current global economic environment has weakened consumer confidence and impacted the consumer's ability and desire to spend discretionary dollars. Consumer purchases of discretionary items generally decline during periods where disposable income is adversely affected or there is economic uncertainty, and a prolonged reduction in consumer spending levels may negatively impact our financial condition and results of operations. In the twelve months ended June 30, 2009 and 2010, the period from July 1, 2010 to November 4, 2010, the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, our sales volumes were negatively impacted by the effects of the global recession. We cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact our business.

Failure to protect our intellectual property rights could impact our competitiveness, allow our competitors to develop and market products with features similar to our products and demand for our products could decline.

        Our commercial success depends in part on our intellectual property rights and we rely upon the trademark, trade secret, patent and copyright laws of the United States and other countries to protect our brands, products, technologies and formulations and packaging. Our intellectual property rights may not be maximized or may not be successfully asserted against others. Further, we may not be able

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to obtain and perfect our intellectual property rights or, where appropriate, license the intellectual property necessary to support new product introductions. These rights, if obtained, may later be invalidated, circumvented or challenged, and we could incur significant costs in connection with legal actions to assert our intellectual property rights, or to defend those rights from assertions of invalidity. In addition, even if such rights are obtained in the United States, the laws of some of the other countries in which our products are or may be sold may not protect intellectual property rights to the same extent as the laws of the United States. If other parties infringe on our intellectual property rights, they may dilute the value of our brands in the marketplace, which could diminish their value and harm our business. We will only be able to protect our intellectual property from unauthorized use by third parties to the extent that valid and enforceable patents, trademarks or copyrights cover them, and we may not be able to preempt third parties from infringing our intellectual property rights. The failure to perfect or successfully assert our intellectual property rights could make us less competitive and could have a material adverse effect on our business, financial condition and results of operations.

If we are found to have infringed the intellectual property rights of others or cannot obtain necessary intellectual property rights from others, our competitiveness could be adversely impacted.

        We cannot be certain that the conduct of our business does not and will not infringe the intellectual property rights of others. If we are found liable for infringement, we could be required to cease use of a trademark, trade secret, copyrighted work or patented invention in our business, pay damages, pay legal defense fees, enter into licensing agreements, if available on acceptable terms or at all and to cease making or selling certain products. Moreover, we may need to redesign some of our products to avoid future infringement liability. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

In the ordinary course of business, we may be subject to product liability claims and lawsuits, including potential class actions, alleging that our products have resulted in or could result in unsafe condition or injury.

        We may be required to pay for losses or injuries purportedly caused by our products. Claims could be based on allegations that, among other things, our products contain contaminants or provide inadequate instructions regarding their use, or inadequate warnings concerning interactions with other substances, or damage property. Product liability claims could result in negative publicity that could harm our sales, reputation, value of our brands and operating results. In addition, if one of our products is found to be defective, we could be required to recall it, which could result in adverse publicity and significant expenses. Although we maintain product liability insurance coverage, potential product liability claims may exceed the amount of insurance coverage or certain product liability claims may be excluded under the terms of the policy. Any product liability claim brought against us, with or without merit, could be costly to defend and could result in an increase of our insurance premiums. Our other business activities may also expose us to litigation risks, including risks that may not be covered by insurance. If successful claims are asserted by third parties against us for uninsured liabilities or liabilities in excess of applicable insured limits of coverage, our business, financial condition and results of operations may be adversely affected.

        Additionally, our products may be associated with competitor products or other products in the same category, which may be alleged to have caused harm to consumers. As a result of this association, we may be named in unwarranted legal actions. The potential costs of defense may materially affect our business, financial condition and results of operations in future periods.

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Our dependence upon third parties for the manufacture and supply of a substantial portion of our products could prevent us from delivering our products to our customers in the required quantities or within the required timeframe, which could result in order cancellations and decreased net sales.

        We rely on a limited number of suppliers, including single-source suppliers for certain of our raw materials, packaging, product components and other necessary supplies. Because we do not control the actual production of many of the products we sell, we may be subject to delays caused by interruptions in production based on conditions outside of our control. If we are unable to maintain supplier arrangements and relations or if we are unable to contract with suppliers at the quantity and quality levels needed for our business, find alternative suppliers or if any of our key suppliers becomes insolvent or experience other financial distress, we could experience disruptions in production, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Reliance on a limited base of third-party contract manufacturers, logistics and procurement service providers may result in disruption to our business.

        We rely on a limited number of third-party contract manufacturers for the production of our finished goods and third-party logistics providers for the distribution of our products to customers. We also rely on a third-party procurement service provider. We do not have direct control over the management or business of these third-party contract manufacturers, logistics and procurement service providers, except indirectly through terms as negotiated in contracts with such third parties. Should the terms of doing business with our primary contract manufacturers, logistics and procurement service providers change, our business may be disrupted, which could have an adverse effect on our business, financial condition and results of operations. The general availability of contract manufacturing allows new entrants easy access to the consumer product markets in which we compete.

Our facilities and those of our suppliers are subject to disruption by events beyond our control.

        Operations at our facilities and the facilities of our suppliers are subject to disruption for a variety of reasons, including work stoppages, disease outbreaks or pandemics, acts of war, terrorism, fire, earthquakes, flooding or other natural disasters. If a major disruption were to occur, it could result in harm to people or the natural environment, temporary loss of access to critical data, delays in shipments of products to customers or suspension of operations.

We operate under an FTC consent order, which requires certain compliance policies and procedures. Should we violate our requirements thereunder, we may face significant fines and penalties.

        In 1978, a Predecessor company entered into a consent order with the Federal Trade Commission ("FTC") settling charges that it had engaged in deceptive advertising. The order essentially prohibits certain representations about STP products and requires compliance with the law on truthful advertising. In 1995, the Predecessor company settled charges that it had violated that order. Clorox maintained certain compliance practices to ensure compliance with the order which have been continued since the Acquisition. Since the 1995 complaint, the FTC has not raised any issues about our advertising practices. We are still subject to the consent order. While we believe it is unlikely that this order will result in significant future liability, we could become subject to significant fines and penalties should we be found to be in violation of the consent order.

Compliance with environmental law and other government regulations could impose material costs.

        We are subject to numerous environmental laws and regulations that impose various environmental controls on our business operations, including, among other things, the discharge of pollutants into the air and water, the handling, use, treatment, storage and clean-up of solid and hazardous wastes and the

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investigation and remediation of soil and groundwater affected by hazardous substances. Such laws and regulations may otherwise relate to various health and safety matters that impose burdens upon our operations. These laws and regulations govern actions that may have adverse environmental effects and also require compliance with certain practices when handling and disposing of hazardous wastes. These laws and regulations also impose strict, retroactive and joint and several liability for the costs of, and damages resulting from, cleaning up current sites, past spills, disposals and other releases of hazardous substances. We cannot assure you that we have been or will be in compliance with environmental and health and safety laws at all times. If we violate these laws, we could be fined, criminally charged or otherwise sanctioned by regulators. We may be required to incur further costs to comply with current or future environmental and safety laws and regulations. In addition, in the event of accidental contamination or injury from these materials, we could be held liable for any damages that result and any such liability could exceed our resources. We believe that our expenditures related to environmental matters have not had, and are not currently expected to have, a material adverse effect on our business, financial condition or results of operations. However, the environmental laws under which we operate are complicated and often increasingly more stringent, and may be applied retroactively. Accordingly, we may be required to make additional expenditures to remain in, or to achieve, compliance with environmental laws in the future and such additional expenditures may have a material adverse effect on our business, financial condition or results of operations.

        Some of our products have chemical compositions that are controlled by various state, federal and international laws and regulations. We are required to comply with these laws and regulations and we seek to anticipate regulatory developments that could impact our ability to continue to produce and market our products. We invest in research and development to maintain product formulations that comply with such laws and regulations. We may be required to alter the chemical composition of one or more of our products in a way that will have an adverse effect upon the product's efficacy or marketability. A delay or other inability on our part to complete product research and development in response to any such regulatory requirements could have a material adverse effect on our business, financial condition and results of operations.

        Generally, the manufacturing, packaging, storage, distribution and labeling of our products and our business operations all must comply with extensive federal, state and foreign laws and regulations. It is possible that the government will increase regulation of the transportation, storage or use of certain chemicals to enhance homeland security or protect the environment and that such regulation could negatively impact raw material, component or finished goods supplies or costs.

Operations outside the United States expose us to uncertain conditions and other risks in international markets.

        Our net sales outside the United States were approximately 27% and 29% of net sales in the twelve month periods ending June 30, 2009 and 2010, respectively, and were approximately 32% of net sales in the year ended December 31, 2011 and our strategy includes expanding our international business. We face, and will continue to face, substantial risks associated with having international operations, including:

•

economic or political instability in our international markets;

•

difficulty in obtaining non-local currency (e.g., British Pounds or Euros) to pay for the raw materials needed to manufacture our products and contract-manufactured products;

•

restrictions on or costs relating to the repatriation of foreign profits to the United States, including possible taxes or withholding obligations on any repatriations;

•

exposure to local economic conditions, which has been heightened during the current global economic downturn;

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•

transportation and supply chain disruptions and increased expenses as a result of epidemics, terrorist activity, acts of war or hostility, increased security and less-developed infrastructure;

•

differences in regulatory requirements;

•

unexpected unfavorable legislative or regulatory developments and differing government policies;

•

the imposition of tariffs or trade restrictions or other governmental actions;

•

many of our international sales are generated through brokerage relationships who we do not directly control; and

•

our ability to separate and efficiently operate the international operations previously run by Clorox.

        These risks could have a significant impact on our ability to sell our products on a competitive basis in international markets and could have a material adverse effect on our business, financial condition and results of operations.

        Part of our business strategy is the expansion of our brands internationally. Our ability to identify, originate and define auto care products trends, as well as gauge and react to changing consumer demands, may be more difficult in foreign markets. We may not be able to develop appealing automotive consumer products for international markets or meet changing consumer demands in those markets.

        In addition, our operations outside of the United States are subject to risks relating to appropriate compliance with legal and regulatory requirements in local jurisdictions, potential difficulties in staffing and managing local operations, import and export laws, potentially higher incidence of fraud or corruption and greater difficulty in maintaining effective internal controls, credit risk of local customers and distributors and potentially adverse tax consequences, including those related to transfer pricing regulations. We could become subject to inquiries or investigations by government and other regulatory bodies. Any determination that our operations or activities are not in compliance with United States laws, including the Foreign Corrupt Practices Act, or various international laws and regulations could expose us to significant fines, penalties or other sanctions that may harm our business and reputation.

Because we operate and sell our products in foreign countries, changes in currency exchange rates could adversely affect our operations and financial results.

        With the exception of Puerto Rico and the United Kingdom, the functional currency of our foreign operations is the applicable local currency. In preparing our financial statements, we translate net sales and expenses in foreign countries from their local currencies into U.S. dollars using weighted average exchange rates. If the value of the U.S. dollar rises relative to the value of local currencies in the countries in which we have operations, the net sales reported on our financial statements for those countries will decrease. We do not use instruments to hedge foreign currency risks and as such, we are not protected against foreign currency fluctuations. Accordingly, we could be adversely affected by changes in currency exchange rates. Given our inability to predict the degree of exchange rate fluctuations, we cannot estimate the effect these fluctuations may have upon future reported results or our overall financial conditions, but they could materially and adversely affect our results of operations and financial condition. Additionally, any favorable impacts to profit margins or financial results from fluctuations in foreign currency exchange rates are likely to be unsustainable over time.

We may not be able to hire or retain the number of qualified personnel required for our business, which would harm the development and sales of our products and limit our ability to grow.

        If we are unable to retain existing personnel, or attract and train additional qualified personnel, either because of competition in our industry for such personnel or because of insufficient financial resources, our growth may be limited and it could have a material adverse effect on our business.

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If we lose the services of our key personnel, our business could be adversely affected.

        Our success is substantially dependent upon the performance, contributions and expertise of our chief executive officer, executive leadership and senior management team. Some members of our executive leadership and senior management team play a significant role in generating new business and retaining existing customers. Our inability to retain our existing executive leadership and senior management team or attract and retain additional qualified personnel could have a materially adverse effect on our business.

A failure of a key information technology system could adversely impact our ability to conduct business.

        We rely extensively on information technology systems, some of which are managed by third-party service providers, in order to conduct business as we continue to develop and execute our transition to a stand-alone company. These systems may include, but are not limited to, programs and processes relating to communicating internally and externally with other parties, ordering and managing materials from suppliers, converting materials to finished products, shipping products to customers, processing transactions, summarizing and reporting results of operations, complying with regulatory, legal or tax requirements and other processes involved in managing the business. We are implementing hardware, software and operating systems, including initiating an international enterprise resource planning system (ERP), in order to support our existing operations and future growth. If our future technology systems and processes do not adequately support the future growth of our business or we suffer an ineffective implementation, our business may be adversely impacted. Although we will have network security measures in place, the systems may be vulnerable to computer viruses, security breaches, and other similar disruptions from unauthorized users. While we will have business continuity plans in place, if the systems are damaged or cease to function properly due to any number of causes, including catastrophic events, power outages, security breaches or other similar events, and if the business continuity plans do not effectively resolve such issues on a timely basis, we may suffer interruptions in the ability to manage or conduct business, which may adversely impact our business.

Our continued growth and expansion and increasing reliance on third-party service providers could adversely affect our internal control over financial reporting, which could harm our business and financial results.

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with generally accepted accounting principles ("GAAP"). Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Our continuing growth and expansion in domestic and globally dispersed markets will place significant additional pressure on our system of internal control over financial reporting. Moreover, we increasingly engage the services of third parties to assist with business operations and financial reporting processes, which inserts additional monitoring obligations and risk into the system of internal control. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and on a timely basis or to detect and prevent fraud. Until the completion of our operational separation from Clorox, we will remain reliant on Clorox for certain accounting services under our Transition Services Agreement. Consequently, we will also be reliant on some of Clorox's internal control procedures until the Transition Services Agreement is terminated. Any failure by Clorox to maintain certain financial information for the Company and provide full access to such information to the Company and its financial advisors as provided for under the Transition Services Agreement and through its duration could limit our ability to report our financial results accurately and on a timely basis or to detect and prevent fraud.

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Our historical financial information may not be representative of our results as a stand-alone company or indicative of our future financial performance.

        Some financial information included in this prospectus has been derived from the consolidated financial statements of Clorox, which owned our business prior to November 5, 2010. This financial information relies on assumptions and estimates that relate to the ownership of our business by Clorox and, as a result, the financial information may not reflect what our results of operations, financial position and cash flows would have been had we been a stand-alone entity during the periods presented or what our results of operations, financial position and cash flows will be in the future, because:

•

costs reflected in periods prior to the Acquisition may differ from the costs we would have incurred had we operated as a stand-alone entity during the periods presented;

•

we have made certain adjustments and allocations since we did not operate as and were not accounted for as, a single, stand-alone business for the periods presented; and

•

the information does not reflect certain changes that occurred in our operations as a result of our separation from Clorox.

        Accordingly, our historical results of operations may not be indicative of our future operating or financial performance.

        Additionally, we were reliant upon Clorox for some of the financial information used to produce our financial results after the closing of the Acquisition. Clorox provided these services to us as part of a Transition Services Agreement we entered into at the time of the Acquisition. The information they provided included accounts receivable, accounts payable, inventory and fixed asset transaction and balances, plus customer invoicing and revenue cost accounting and depreciation calculations on fixed assets and complete financial statement transaction processing and reporting on all of our foreign operations except for the United Kingdom and Europe, Middle East and Africa ("EMEA").

Transition activities are complicated and may distract the organization from operating the business. Additionally, successful carve-out execution is risky, complex and requires substantial resources and expenditures.

        Prior to the Acquisition, Clorox allocated expenses and other centralized operating costs to us. The allocated costs included in our historical financial statements could differ from amounts that would have been incurred by us if we operated on a stand-alone basis and are not necessarily indicative of costs to be incurred in the future. Additionally, the costs we have incurred since the Acquisition for services Clorox has provided under the Transition Services Agreement may not be reflective of the costs we will incur to provide these services on a stand-alone basis. To the extent that these expenses exceed our estimates, our liquidity and results of operations may be adversely affected.

        Since the closing of the Acquisition, we have implemented certain administrative functions, including executing our own global insurance program, treasury and cash management operations, preparing and filing taxes, implementing health and welfare benefits, retirement programs and payroll. While we will have support from Clorox for substantially all other functions for up to 18 months after the completion of the Acquisition, we have made progress on our transition to a stand-alone company since the closing of the Acquisition and have terminated certain services which were provided to us by Clorox immediately after the closing of the Acquisition. For example, on November 1, 2011, we completed the transition of our North American and export operations from Clorox provisioning to stand-alone operations. However, we are continuing to refine our new systems and procedures, including network infrastructure, order-to-cash management systems, ERP systems, audit and internal controls policies and capabilities, hiring, training and development of personnel, and financial reporting as well as complying with reporting requirements associated with the debt we have outstanding. Additionally, we have yet to complete the transition to stand-alone operations for our international

38

operations. The continued refinement, implementation and execution of these infrastructure and administrative functions will require significant time and monetary resources. Further, these transition activities may distract management from promoting and operating the business. Should completing these transition activities require greater attention, resources and time than currently anticipated, should completing the transition to a stand-alone company overrun our expected costs and capital expenditures, and should management be unduly distracted, our operating results may be adversely affected. At the same time, while our new ERP system has been successfully implemented for our North American and export operations, we may discover operational defects or other issues with our new system which could have an adverse impact on our business. See "Certain Relationships and Related-Party Transactions."

We may experience difficulties operating as a stand-alone company.

        We have historically operated as part of Clorox, which provided us with many services required by us for the operation of our business. Clorox is contractually obligated to provide us with certain transitional services at specified service levels over varying time periods. Following the expiration of these agreements, we will be required to perform these services ourselves or to arrange substitute services from others. We have made progress on our transition to a stand-alone company since the closing of the Acquisition and have terminated certain services which were provided to us by Clorox immediately after the closing of the Acquisition. For example, on November 1, 2011, we completed the transition of our North American and export operations from Clorox provisioning to stand-alone operations and plan to complete the transition to stand-alone operations for our international operations within fiscal 2012. However, if we are unable to implement substitute arrangements in a timely manner, on terms that are favorable to us, or at all, our business, financial condition and results of operations would be adversely affected.

        Further, due to the size and scale of Clorox, we indirectly received benefits in select materials purchasing, insurance and other administrative expenses. We may not be able to procure or implement our own administrative and operational functions as cost effectively as Clorox due to our much smaller size and scale.

Changes in tax laws could adversely affect the taxes we pay and our profitability.

        We are subject to income and other taxes in the United States and certain foreign jurisdictions. Our effective income tax rate in the future could be adversely affected by a number of factors, including: changes in the mix of earnings in countries with different statutory tax rates; regulations relating to transfer pricing; changes in the valuation of deferred tax assets and liabilities; changes in tax laws; the outcome of income tax audits in jurisdictions around the world; and any repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes.

We may not be able to raise additional funds when needed for our business or to exploit opportunities.

        Prior to the Acquisition, our primary source of financing was Clorox. Clorox has no obligation to provide any additional financing to us, and we no longer have access to the borrowing capacity, cash flow or assets of Clorox. Our future liquidity and capital requirements will depend upon numerous factors, some of which are outside our control, including the future development of the markets we participate in. We may need to raise additional funds to support expansion, develop new or enhanced services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If our capital resources are not sufficient to satisfy our liquidity needs, we may seek to sell additional debt or equity securities or obtain other debt financing. The incurrence of indebtedness would result in increased expenses and could include covenants that would further restrict our operations. We may not be able to obtain additional financing, if required, in amounts or on terms acceptable to us, or at all.

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Following the completion of the exchange offer for the old Notes, we will be subject to financial reporting and other requirements for which our accounting and other management systems and resources may not be adequately prepared.

        We are not currently subject to the periodic reporting and other requirements of the Exchange Act. However, under the terms of the indenture that governs the Notes, we have agreed that whether or not we are required to do so by the rules and regulations of the SEC, after the exchange offer is completed and as long as the Notes remain outstanding, we will furnish to the trustee and holders of the Notes and file with the SEC (unless the SEC will not accept such filing) (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q if we were required to file such reports, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and (2) all reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports, in each case within the time periods specified in the rules and regulations of the SEC. These reporting and other obligations will place significant demands on our management, administrative and operational resources, including our accounting resources. In connection with the completion of the exchange offer, we have begun implementing systems, additional financial and management controls, reporting systems and procedures and hired some additional accounting and finance staff. If we are unable to implement new systems, implement additional financial and management controls, reporting systems and procedures or hire additional accounting and finance staff in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies could be impaired.

We may incur increased ongoing costs as a result of being obligated to file reports with the SEC and our management will be required to devote substantial time to new compliance initiatives when we are effectively registered.

        As a stand-alone company, we incur or will have to incur legal, accounting and other expenses that we did not incur as part of Clorox, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Exchange Act, requirements under the Sarbanes-Oxley Act of 2002, or "Sarbanes-Oxley," and other SEC rules and regulations. Once we are required to meet Sarbanes-Oxley 404 compliance, we expect these rules and regulations to increase substantially our legal and financial compliance costs and to make some activities more time-consuming and costly.

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RATIO OF EARNINGS TO FIXED CHARGES

        The following table sets forth our ratio of earnings to fixed charges for each of the periods shown on a combined basis for the Predecessor periods and on a consolidated basis for the Successor periods. For purposes of determining the ratio of earnings to fixed charges, earnings are defined as earnings (loss) from continuing operations before income taxes, plus fixed charges. Fixed charges consist of interest expense on all indebtedness, amortization of debt discount, amortization of debt issuance costs and an interest factor attributable to operating leases.

	COMBINED								CONSOLIDATED
							Period from July 1, 2010 to November 4, 2010		Period from November 5, 2010 to December 31, 2010
	Year ended June 30,
												Year ended December 31, 2011
	2008		2009		2010
	(Predecessor)		(Predecessor)		(Predecessor)		(Predecessor)		(Successor)			(Successor)
Earnings (loss) before income taxes	$	93,611	$	74,186	$	90,302	$	24,852	$	(30,366	)	$	(29,373	)
Add: Fixed charges		104		112		71		19		7,465			48,239
Earnings as defined	$	93,715	$	74,298	$	90,373	$	24,871	$	(22,901	)	$	18,866
Fixed charges	$	104	$	112	$	71	$	19	$	7,465		$	48,239
Ratio of earnings to fixed charges(1)		901.1x		661.2x		1,281.5x		1,321.9x		—			0.4x

(1)

The ratio of earnings to fixed charges is computed by dividing earnings (loss) from operations plus fixed charges by fixed charges. Fixed charges consist of interest expense on all indebtedness, amortization of debt discount, amortization of debt issuance costs and that portion of rental payments under operating leases that we believe to be representative of interest. Earnings were insufficient to cover fixed charges in the period from November 5, 2010 to December 31, 2010.

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USE OF PROCEEDS

        The exchange offer is intended to satisfy certain of our and the guarantors' obligations under the Registration Rights Agreement. We will not receive any cash proceeds from the issuance of the Exchange Notes and have agreed to pay the expenses of the exchange offer, other than certain taxes. In consideration for issuing the Exchange Notes as contemplated in this prospectus, we will receive in exchange, Old Notes in a like principal amount. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Old Notes, except as otherwise described herein under "The Exchange Offer—Terms of the Exchange Offer; Period for Tendering Outstanding Old Notes." The Old Notes surrendered in exchange for the Exchange Notes will be retired and cancelled and will not be reissued. Accordingly, the issuance of the Exchange Notes will not result in any change in our outstanding indebtedness.

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CAPITALIZATION

        The following table sets forth our cash and capitalization as of December 31, 2011. You should read the following table in conjunction with the sections of this prospectus entitled "Summary—Summary historical financial and other data," "Description of Other Indebtedness" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our unaudited condensed interim financial statements and the related notes and our audited financial statements and the related notes included elsewhere in this prospectus.

(Dollars in thousands)	As of December 31, 2011
Cash	$	4,935
Debt:
Credit Facilities(1)(2):
Term Loan Facility	$	297,000
Revolving Credit Facility		—
Total secured debt		297,000
9.25% Senior Notes due 2018		275,000
Total debt(2)		572,000
Total shareholders' equity		218,333
Total capitalization	$	790,333

(1)

The Credit Facilities consist of (i) the $300.0 million Term Loan Facility with a six-year maturity and (ii) the $50.0 million Revolving Credit Facility with a five-year maturity. See "Description of Other Indebtedness." Represents the principal amount of loans excluding any offering discount.

(2)

Does not give effect to $9.8 million of original issue discount on the Credit Facilities. The remaining unamortized balance of the original issue discount was $8.1 million as of December 31, 2011.

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SELECTED HISTORICAL FINANCIAL DATA

        The following tables set forth our selected financial data for the periods and at the dates indicated. All periods prior to November 5, 2010 are referred to as the Predecessor period and all periods including and after November 5, 2010 are referred to as the Successor period. Concurrent with the Acquisition, on November 5, 2010, our board of directors approved a change in our fiscal year from a fiscal year comprised of the twelve consecutive fiscal months ending on June 30 to a fiscal year comprised of the twelve consecutive fiscal months ending on December 31 of each year. This change in fiscal year commenced with the transition period beginning on July 1, 2010 and ending on December 31, 2010. We derived the statement of operations and cash flow data for the fiscal years ended June 30, 2009 and 2010 (Predecessor), the periods from July 1, 2010 to November 4, 2010 (Predecessor) and November 5, 2010 to December 31, 2010 (Successor), the year ended December 31, 2011 (Successor), and the selected balance sheet data as of June 30, 2010 (Predecessor), November 4, 2010 (Predecessor), December 31, 2010 (Successor) and December 31, 2011 (Successor), from our audited financial statements included elsewhere in this prospectus. The selected statement of operations and cash flow data for the year ended June 30, 2008 and the balance sheet data presented as of June 30, 2008 and 2009 is derived from our audited financial statements not included elsewhere within this prospectus.

        On November 5, 2010, Avista and its affiliates acquired, through Armored AutoGroup Inc. (formerly known as Viking Acquisition Inc.), The Auto-Care Products Business from Clorox. The Auto-Care Products Business, excluding the Prestone and YPF licensed brands, was a business product line of Clorox that operated through various Clorox wholly-owned or controlled legal entities throughout the world. The Auto-Care Products Business was not operated by Clorox as a stand-alone business or as a distinguishable reporting unit, but rather were components of various other individual businesses within the Clorox management reporting structure. In addition, the Auto-Care Products Business was not segregated in separate legal entities, the primary method by which Clorox maintained its accounting records. Rather, the revenues, expenses and assets related to the Auto-Care Products Business were derived from various data fields that utilized business assignments within the Clorox accounting records. Clorox did not provide the financial information necessary to prepare any financial statements for the Auto-Care Products Business for fiscal year 2007. Because of the length of time that has passed since fiscal year 2007 and the ensuing changes to the structure, composition and operation of the relevant businesses, as well as changes in and turnover of the Clorox staff, including executives who were familiar with these businesses, the preparation of accurate fiscal year 2007 selected financial information of the Auto-Care Products Business is now nearly impossible. The financial information necessary to prepare the financial statements for fiscal year 2007 resides solely with Clorox and Clorox has no obligation to provide such financial information to us. For these reasons and given the amount of time that has passed from this reporting period, we do not believe that the selected financial data attributable to the Predecessor for fiscal year ended June 30, 2007 can be created without unreasonable effort and expense and to the degree of accuracy that is necessary to prepare financial data disclosure.

        We believe the financial information included in this prospectus, taken as a whole, provides potential investors with a thorough understanding of our financial condition, results of operations and general business trends. As a result, we believe that the omission of selected financial information of the Predecessor for fiscal year ended June 30, 2007 does not have a material impact on existing and potential investors' understanding of our financial results and condition and related trends.

        Our historical results are not necessarily indicative of results to be expected for any future period. The following selected financial data presented below has been derived from financial statements that have been prepared in accordance with accounting principles generally accepted in the United States and should be read with our audited financial statements, including the accompanying notes to the

44

financial statements, and with "Risk Factors," "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

	Year ended June 30,
										Period from July 1, 2010 to November 4, 2010			Period from November 5, 2010 to December 31, 2010			Year ended December 31, 2011
	2008			2009			2010
	(Predecessor)			(Predecessor)			(Predecessor)			(Predecessor)			(Successor)			(Successor)
Statement of operations data (in thousands):
Net sales	$	318,983		$	292,391		$	299,537		$	94,341		$	35,014		$	281,317
Cost of products sold		163,019			156,657			147,672			50,201			20,583			153,114
Cost of products sold—acquisition related		—			—			—			—			7,229			4,439
Gross profit		155,964			135,734			151,865			44,140			7,202			123,764
Operating expenses:
Selling and administrative expenses		31,925			31,040			34,028			10,916			5,422			40,240
Advertising costs		25,922			25,163			23,994			7,582			2,240			24,699
Research and development costs		3,999			3,591			3,289			1,063			609			2,307
Amortization of acquired intangible assets		3			2			3			1			5,709			36,701
Acquisition-related charges		—			—			—			—			16,026			1,020
Restructuring costs (benefits)		1,200			994			11			(146	)		—			—
Total operating expenses		63,049			60,790			61,325			19,416			30,006			104,967
Operating profit (loss)		92,915			74,944			90,540			24,724			(22,804	)		18,797
Non-operating expenses:
Interest expense		—			—			—			—			7,350			48,090
Other expense (income)		(696	)		758			238			(128	)		212			80
Earnings (loss) before income taxes		93,611			74,186			90,302			24,852			(30,366	)		(29,373	)
Provision (benefit) for income taxes		34,959			26,626			34,277			8,728			(8,250	)		(11,705	)
Net earnings (loss)	$	58,652		$	47,560		$	56,025		$	16,124		$	(22,116	)	$	(17,668	)
Cash flow data (in thousands):
Net cash provided by (used in) operating activities	$	62,529		$	54,423		$	36,539		$	(5,295	)	$	(16,594	)	$	(9,790	)
Net cash used in investing activities		(2,105	)		(2,407	)		(2,312	)		(1,463	)		(756,155	)		(13,011	)
Net cash provided by (used in) financing activities		(60,424	)		(52,016	)		(34,227	)		6,758			804,466			(2,875	)
Capital expenditures		(2,164	)		(1,443	)		(2,312	)		(1,463	)		(1,539	)		(13,011	)

	Balance at June 30,
							Balance at November 4, 2010		Balance at December 31, 2010		Balance at December 31, 2011
	2008		2009		2010
	(Predecessor)		(Predecessor)		(Predecessor)		(Predecessor)		(Successor)		(Successor)
Balance sheet data (in thousands):
Cash	$	—	$	—	$	—	$	—	$	31,701	$	4,935
Total current assets		94,606		77,704		112,195		100,786		110,831		118,149
Total debt		—		—		—		—		554,977		554,331
Total liabilities		75,728		64,437		74,187		39,640		713,176		709,143
Total equity		393,681		385,118		410,409		434,025		237,742		218,333

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations covers periods prior to the consummation of the Acquisition ("Predecessor period") and periods after the Acquisition ("Successor period"). Accordingly, the discussion and analysis of the Predecessor period does not reflect the significant impact that the Acquisition had on us, including, without limitation, increased leverage, the impact of acquisition accounting and debt service requirements. You should read the following discussion and analysis in conjunction with our audited financial statements for the year ended December 31, 2011, the periods from November 5, 2010 to December 31, 2010 and from July 1, 2010 to November 4, 2010 and the years ended June 30, 2010 and 2009 and related notes included elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that are based on management's current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of various factors, including the factors we describe under "Cautionary Statement Regarding Forward-Looking Statements," "Risk Factors" and elsewhere in this prospectus. References to "Predecessor fiscal year" or "Predecessor fiscal" refer to our Predecessor's fiscal years ending on June 30, 2009 and 2010. References to "Successor fiscal year" or "Successor fiscal" refer to Successor's fiscal periods ending December 31, 2010 and 2011.

Overview

        We are a consumer products company consisting primarily of Armor All and STP, two of the most recognizable brands in the automotive aftermarket appearance products and performance products categories, respectively. Both brands have leading category shares in the United States, with Armor All having a #1 position in the appearance products category and STP a #3 position in the performance products category as measured by NPD and Nielsen, our primary sources for U.S. third-party industry data and forecasts. Armor All's current product line of protectants, wipes, tire and wheel care products, glass cleaners, leather care products and washes is designed to clean, shine and protect interior and exterior automobile surfaces. STP's offering of oil and fuel additives, functional fluids and automotive appearance products has a broad customer base ranging from professional racers to car enthusiasts and "Do-it-Yourselfers." Our brands offer a myriad of automotive appearance and performance products that can be found in most of the major developed countries around the world. We have a diversified geographic footprint with direct operations in the United States, Canada, Australia and the United Kingdom and distributor relationships in approximately 50 countries.

        Armor All is the most recognized automotive aftermarket appearance product brand in the United States with a comprehensive, high-quality and competitively priced product line. Armor All's advertising campaigns, such as the "Go ahead. Stare" and the new "Care for your car," build on Armor All's strong brand equity established over its 50 year history to maintain a high level of consumer awareness. Armor All has distinguished itself as the leader in the automotive aftermarket appearance products category based upon its household name, high-quality product formulations, convenient application methods and tradition of innovation.

        The STP brand has been characterized by a commitment to technology, performance and motor sports partnerships for over 50 years. Regular use of STP additives as part of basic maintenance helps engines run better by boosting the cleaning performance of gas and saving gas by keeping fuel intake systems clean. The STP brand's fuel and oil additives, functional fluids and automotive appearance products benefit from a rich heritage in the car enthusiast and racing scenes.

        Prior to the Acquisition, the brands were managed primarily for short-term profitability, with limited resources provided to drive growth in the business. In anticipation of a potential sale of the business by Clorox, the AutoCare Products Business was established as a stand-alone division.

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Following the Acquisition, we began to address several of the issues that had constrained the business. Specifically, we invested in increased merchandising support, increased racing sponsorships and changed the advertising on Armor All. During the three months ended June 30, 2011, we raised our prices for the first time since our Acquisition as a result of increased commodity costs. We are also focused on innovation and building a pipeline of new products. We continue to invest in the business to build upon the strong brand equity and category positions of Armor All and STP and create strong growth momentum.

Fiscal year end

        Concurrent with the Acquisition on November 5, 2010, our Board of Directors adopted a fiscal year comprised of the twelve consecutive fiscal months ending on December 31. This change commenced with the transition period beginning on July 1, 2010 and ending on December 31, 2010. The Predecessor's last two complete fiscal years ended on June 30, 2010 and June 30, 2009. For purposes of management's discussion and analysis, we compare the Successor's actual results for 2011 to pro forma results for 2010, discuss the two stub periods separately and then for comparative purposes compare the Predecessor's 2010 to 2009.

Industry trends

        During calendar years from 2009 through 2011, the general economic environment put downward pressure on the appearance and performance products categories. Reduced disposable income levels for consumers resulted in a weak demand environment for our products. In both the appearance and performance products categories, rising commodity prices also resulted in pressure on profitability. As commodity prices rose, we passed price increases along to our customers and trade promotions and advertising were reduced, all of which negatively affected our volumes.

        We believe the factors that resulted in the recent industry trends discussed above are not representative of the long-term growth prospects for the industry. Meanwhile, we believe there are other trends that foster attractive long-term dynamics. For example, partially due to the general economic environment, the average age of cars over the past two years has increased to ten years from eight years. Older cars require more maintenance to keep them operating.

        We believe innovation is another important contributor to category growth because new product introductions stimulate consumer interest in the category by fulfilling unmet consumer needs and bringing attention to the appearance and performance products categories. Truly innovative products have a history of driving category growth in appearance and performance products. For example, our introduction of wipes in 2001 fostered strong growth for the overall appearance products category.

        Competition remains intense in the categories we serve. Recently, smaller brands in both the appearance and performance products categories have had success gaining market share. Meanwhile, established brands continue to invest significant resources in advertising campaigns and with trade partners on promotional activities. While we believe our brands and customer relationships are strong, there is no assurance we will be able to maintain or improve our current competitive position.

Our strategy

        We intend to build on our success by pursuing the following strategies:

•

Launching new and innovative products.  During 2011, we launched seven new Armor All products or improvements as well as two new STP products. For 2012, we intend to launch 19 new Armor All SKUs, six new STP SKUs as well as one SKU under the Tuff Stuff equity.

•

Reinvigorating the STP brand.  Marketing and new product support for the STP brand was limited under Clorox ownership. To address this deficiency in 2011, we launched two new products,

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re-launched the STP line of fuel additives in concentrate form and returned to a major part of our STP heritage in 2011 through racing sponsorships in NASCAR, the National Hot Rod Association (NHRA) and the World of Outlaws Sprint Car league. In 2012, we intend to continue with our new product introductions and racing sponsorships and we will significantly increase our marketing spending on TV, print and online advertising.

•

Building upon trade relationships.  Management plans to take a more active approach to cultivating trade relationships, including pursuing in-store promotional activities, designing display support and endorsing other merchandising events to drive traffic for the retailer.

•

Pursuing international growth.  Previously, in many countries outside of the United States, Armor All and STP were a secondary priority for a sales force focused on selling Clorox's core household cleaning products. Although approximately 29% and 32% of our net sales for the twelve months ended June 30, 2010 and the year ended December 31, 2011, respectively, were sold outside the United States, we believe we can increase our percentage of sales generated in international markets.

•

Entering into adjacent markets.  The Armor All brand is grounded in its ability to clean, shine and protect and this has applications in both the automotive aftermarket appearance category and other uses within the home and for recreation. Additionally, both brands have opportunities to compete in the DIFM market.

•

Opportunistically pursuing acquisitions.  We plan to opportunistically evaluate transactions that can create value across our capital structure.

Key performance indicators

        Management reviews and analyzes several key performance indicators in order to manage our business and assess the quality of, and potential variability of, our earnings and cash flows. These key performance indicators include:

•

Net sales, which is an indicator of our overall business growth;

•

Gross profit, which remains a key factor in the relative strength of our brands as gross profits enable us to generate cash to maintain marketing support, and therefore improve brand health;

•

Operating expenses as a percentage of net sales, which is an indicator of the efficiency of our business and our ability to manage our business to budget;

•

Market share, which is a key measure of success relative to our competition.

Critical accounting policies

        The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our financial statements. Specific areas, among others, requiring the application of management's estimates and judgment include assumptions pertaining to allocation of shared expenses, accruals for consumer and trade-promotion programs, future product volume and pricing estimates, future cost trends, share-based compensation costs, pension and post-employment benefit costs, future cash flows associated with impairment testing of goodwill and other long-lived assets, creditworthiness of customers, uncertain tax positions and tax valuation allowances. Accordingly, a different financial presentation could result depending on the judgments, estimates or assumptions that are used. The most critical accounting policies are those that are most important to the portrayal of our financial condition and results, and require us to make our most difficult and subjective judgments, often estimating the outcome of future events that are inherently uncertain. Our most critical accounting policies are revenue recognition; valuation of goodwill, intangible assets and property, plant and equipment; employee benefits, including estimates

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related to share-based compensation; and income taxes. A summary of our significant accounting policies is contained in Note 1 to our financial statements included elsewhere in this prospectus.

Carve-out methodology

        The combined financial statements for the period from July 1, 2010 to November 4, 2010 and the years ended June 30, 2010 and 2009 have been prepared on a "carve-out" basis from Clorox's consolidated financial statements using historical results of operations, assets and liabilities attributable to the Predecessor, and include allocations of certain expenses from Clorox. The Predecessor has eliminated from its financial results all intercompany transactions between entities included in the combined financial statements.

        The combined financial statements of the Predecessor may not be indicative of our future performance and do not necessarily reflect what its combined results of operations, financial position and cash flows would have been had the Predecessor operated as an independent company during the periods presented. To the extent that an asset, liability, revenue or expense is associated with the Predecessor, it is reflected in the Predecessor's combined financial statements.

        During the predecessor periods presented, the total equity represented Clorox's interest in the recorded net assets of the Predecessor, plus other comprehensive income or loss. The net Clorox investment balance represented the cumulative net investment by Clorox in the Predecessor through that date and included cumulative operating results. In addition, allocated expenses and settlement of intercompany transactions were also included in Clorox's net investment.

        Clorox provided certain corporate services to the Predecessor and costs associated with these services have been allocated to the Predecessor. Management believes such allocations are reasonable; however, they may not be indicative of the actual expense that would have been incurred had the Predecessor been operating independent of Clorox for the periods presented. The charges for these services are included primarily in "selling and administrative expenses" in the Predecessor's combined statements of operations. Subsequent to the Acquisition, Clorox continues to provide certain significant services to us under a Transition Services Agreement.

        Central treasury activities included the investment of surplus cash, the issuance, repayment and repurchase of short-term and long-term debt and interest rate management. All Clorox funding to the Predecessor since inception have been accounted for as capital contributions from Clorox and all cash remittances from the Predecessor to Clorox have been accounted for as distributions to Clorox. Accordingly, no cash, debt or related interest charges from Clorox were reflected in the combined financial statements. For each of the two years ended June 30, 2010, the Predecessor had significant net positive cash flows, which had been accounted for as distributions to Clorox. For the period from July 1, 2010 to November 4, 2010, the Predecessor had net negative cash flows, which had been accounted for as contributions from Clorox.

        The Successor applied purchase accounting and began a new basis of accounting for the period from November 5, 2010 to December 31, 2010 ("successor period") and for the year ended December 31, 2011. As a result of purchase accounting, the predecessor period and successor period financial statements are not comparable.

        Related-party transactions and activities involving Clorox are not always consummated on terms equivalent to those that would prevail in an arm's-length transaction where conditions of competitive, free-market dealings may exist.

Revenue recognition

        Sales are recognized as revenue when title to the product, ownership and the risk of loss transfer to the customer, which can be on the date of shipment or on the date of receipt by the customer and

49

when all of the following have occurred: a firm sales arrangement exists, pricing is fixed or determinable, and collection is reasonably assured. Sales are recorded net of allowances for returns, trade-promotions, coupons and other discounts. We commit to one-time or ongoing trade-promotion programs with customers and consumer coupon programs that require us to estimate and accrue the expected costs of such programs. Programs include cooperative marketing programs, shelf price reductions, advantageous end-of-aisle or in-store displays of our products, graphics and other trade-promotion activities conducted by the customer. Coupons are recognized as a liability when distributed based upon expected consumer redemptions. We maintain liabilities at the end of each period for the estimated expenses incurred, but unpaid for these programs. Trade-promotion and coupon costs are recorded as a reduction of sales.

Valuation of goodwill and other indefinite-lived intangible assets

        Goodwill impairment occurs when the carrying amount of a reporting unit's goodwill exceeds its implied fair value. An impairment charge is recorded for the difference between the carrying amount and the implied fair value of the reporting unit's goodwill. For trademarks and other intangible assets with indefinite lives, impairment occurs when the carrying amount of an asset is greater than its estimated fair value. An impairment charge is recorded for the difference between the carrying amount and the fair value. Our estimates of fair value are based primarily on a discounted cash flow approach that requires significant management judgment with respect to future volumes, revenue and expense growth rates, changes in working capital use, foreign-exchange rates, devaluation, inflation and the selection of an appropriate discount rate. We test our goodwill, trademarks with indefinite lives and other indefinite-lived intangible assets annually on October 1^st unless there are indications during a different interim period that these assets may have become impaired. We did not identify any reporting units that failed or were at risk of failing the goodwill impairment test in 2011, nor have there been any instances of impairment of other indefinite-lived intangible assets identified.

Property, plant and equipment and finite-lived intangible assets

        Property, plant and equipment and finite-lived intangible assets are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expenses are calculated by the straight-line method using the estimated useful lives of the related assets. Property, plant and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not be recoverable. Our impairment review is based on an estimate of the undiscounted cash flows at the lowest level for which identifiable cash flows exist. Impairment occurs when the book value of the asset exceeds the estimated future undiscounted cash flows generated by the asset. When an impairment is indicated, a charge is recorded for the difference between the book value of the asset and its fair market value. Depending on the asset, estimated fair market value may be determined either by use of a discounted cash flow model, or by reference to estimated selling values of assets in a similar condition. There have been no instances of impairment of property, plant and equipment or finite-lived intangible assets identified.

Inventories

        Inventories include materials, direct labor, and related manufacturing overhead, and are stated at the lower of cost (on a first-in, first-out basis) or market. Management reviews inventory quantities on hand and records a provision for excess or obsolete inventory primarily based on excessive inventory levels, product deterioration, estimated future demand, current market conditions and other factors in evaluating net realizable value of the inventory items. A significant change in customer demand or market conditions could render certain inventory obsolete and thus could have a material adverse impact on our operating results in the period the change occurs.

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Income taxes

        For the predecessor periods, we did not file separate tax returns but rather were included in the income tax returns filed by Clorox and its subsidiaries in various domestic and foreign jurisdictions. For the purpose of the predecessor period combined financial statements, our tax provision was derived from financial information carved-out of the consolidated financial statements of Clorox, including allocations and eliminations deemed necessary by management as though we were filing our own tax returns.

        We use the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to the differences between the financial statement amounts and their respective tax bases. Management reviews our deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established when management believes that it is more likely than not that some portion of our deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in our tax provision in the period of change. In addition to valuation allowances, we provide for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement standards prescribed by accounting guidance on the accounting for uncertainty in income taxes. Amounts for uncertain tax positions are adjusted when new information becomes available or when positions are effectively settled.

Unaudited Pro Forma Statement of Operations
for the Year Ended December 31, 2010

        The following unaudited pro forma statement of operations for the twelve month pro forma period ended December 31, 2010 has been developed by applying pro forma adjustments to the mathematical addition of the Predecessor period from January 1, 2010 to November 4, 2010 and the Successor period from November 5, 2010 to December 31, 2010. The Predecessor period from January 1, 2010 to November 4, 2010, was derived by combining the Predecessor's results of operations for the quarter ended March 31, 2010, the quarter ended June 30, 2010, and the period from July 1, 2010 to November 4, 2010.

        The pro forma adjustments give effect to the Acquisition as if it had occurred on January 1, 2010. We describe the assumptions underlying the pro forma adjustments in the accompanying notes, which should be read in conjunction with this unaudited pro forma statement of operations.

        The unaudited pro forma condensed statement of operations should be read in conjunction with the information contained in "Selected Historical Financial Data," "Management's Discussion and

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Analysis of Financial Condition and Results of Operations" and our audited financial statements and the related notes included elsewhere in this prospectus.

	Historical
(in thousands, except percentages)	January 1, 2010 to November 4, 2010			November 5, 2010 to December 31, 2010			Pro Forma Adjustments			Pro Forma
	(Predecessor)			(Successor)
Net sales	$	261,473		$	35,014		$	—		$	296,487
Cost of products sold		129,741			20,583			1,021	(a)(d)		151,345
Cost of products sold—acquisition related		—			7,229			(7,229)	(e)		—
Gross profit		131,732			7,202			6,208			145,142
Operating expenses:
Selling and administrative expenses		28,899			5,422			(642)	(a)(b)(c)		33,679
Advertising costs		22,067			2,240			—			24,307
Research and development costs		2,383			609			(99)	(a)		2,893
Amortization of acquired intangible assets		3			5,709			30,989	(d)		36,701
Acquisition-related charges		—			16,026			(16,026)	(f)		—
Restructuring benefits		(135	)		—			—			(135	)
Total operating expenses		53,217			30,006			14,222			97,445
Operating profit (loss)		78,515			(22,804	)		(8,014	)		47,697
Non-operating expenses:
Interest expense		—			7,350			40,035	(g)		47,385
Other expense		171			212			—			383
Earnings (loss) before income taxes		78,344			(30,366	)		(48,049	)		(71	)
Provision (benefit) for income taxes		29,032			(8,250	)		(20,809)	(h)		(27	)
Net earnings (loss)	$	49,312		$	(22,116	)	$	(27,240	)	$	(44	)

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Notes to Unaudited Pro Forma Condensed Statements of Operations

(Subject to rounding)

        (a)   Represents reductions of share-based compensation recorded in the historical financial statements for share-based payment plans that discontinued upon the change in control. Grants awarded in 2010 after the Acquisition under the Successor's new share-based payment plan were made to executives. The majority of those grants vest based upon liquidity events and include a stated level of return on the acquirer's investment. Given the nature of the liquidity events and the fact that management is unable to conclude they are probable of occurring, expense for much of the post-Acquisition awards would not be recognized in the 2010 financial statements. The net impact of reducing historical share-based compensation is as follows (in thousands):

Cost of products sold:
Share-based compensation estimated under new plan(1)	$	6
Less amount recorded in historical statements in cost of products sold		(152	)
Impact on cost of products sold	$	(146	)
Selling and administrative expenses:
Share-based compensation estimated under new plan(1)	$	96
Less amount recorded in historical statements in selling and administrative expenses		(1,342	)
Net reduction of selling and administrative expenses	$	(1,246	)
Research and development costs:
Share-based compensation estimated under new plan(1)	$	6
Less amount recorded in historical statements in research and development costs		(105	)
Net reduction of research and development costs	$	(99	)

(1)

Reflects annualized share-based compensation expense for grants made to executives under the new plan in 2010.

        (b)   Represents the annual management fee payable to Avista under terms of their management agreement (in thousands):

Annual management fee	$	1,000
Less: amount recorded in historical statements		(153	)
Net increase to selling and administrative expenses	$	847

        (c)   Represents the estimated net impact of reducing expenses recorded for U.S. defined benefit pension plans and postretirement plans which were discontinued after the Acquisition. These plans were not replaced. The impact of these actions on historical financial statements is as follows:

Selling and administrative expenses $ (243 )

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        (d)   Represents amortization and depreciation expense associated with recording the acquired definite lived intangible assets and property and equipment at fair value pursuant to purchase accounting as if the Acquisition occurred on January 1, 2010:

Pro forma amortization of acquired intangible assets	$	36,701
Less historical amortization		(5,712	)
Impact on amortization of acquired intangible assets	$	30,989
Pro forma impact to cost of products sold from depreciation related to step up of property and equipment to fair value	$	1,167

        (e)   Represents the reversal of cost of products sold associated with recording the acquired inventory at fair value.

        (f)    Represents the reversal of one-time acquisition related charges recorded in connection with the Acquisition.

        (g)   Reflects pro forma interest expense, incremental to historical amounts, resulting from our new capital structure as follows:

Revolving credit facility(1)	$	—
Term loan(1)		15,150
Senior notes due 2018(2)		21,481
Commitment fees(3)		317
Total cash interest expense		36,948
Amortization of capitalized debt issuance costs and original issue discount(4)		3,087
Total pro forma interest expense	$	40,035

(1)

Reflects pro forma cash interest expense on the new term loan and the revolving credit facility, assuming interest rates at a rate of the sum of (i) the greater of LIBOR or 1.75% and (ii) 4.25% and an average aggregate outstanding principal balance of $300,000,000 for the period ended December 31, 2010. A 0.125% change in interest rates on these floating rate borrowings would change the cash interest expense by $375,000 for the year ended December 31, 2010.

(2)

Reflects pro forma cash interest expense on the $275,000,000 Senior Notes bearing annual interest of 9.25%

(3)

Reflects commitment fees of 0.75% on an assumed $50,000,000 average undrawn balance under the revolving credit line.

(4)

Reflects non-cash amortization of deferred debt issuance costs and original issue discount over the term of our indebtedness based on the effective interest method.

        (h)   Represents the tax benefit for pro forma adjustments primarily at the blended U.S. Federal and State tax rate of 38% as the majority of these adjustments impact the U.S. entities.

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Results of operations

Successor fiscal year ended December 31, 2011 compared to twelve month pro forma period ended December 31, 2010

	Year Ended December 31,
(in thousands, except percentages)	2010			2011			Change			%
	(Pro Forma)			(Successor)
Net sales	$	296,487		$	281,317		$	(15,170	)		(5	)%
Cost of products sold		151,345			153,114			1,769			1
Cost of products sold—acquisition related		—			4,439			4,439			100
Gross profit		145,142			123,764			(21,378	)		(15	)
Operating expenses:
Selling and administrative expenses		33,679			40,240			6,561			19
Advertising costs		24,307			24,699			392			2
Research and development costs		2,893			2,307			(586	)		(20	)
Amortization of acquired intangible assets		36,701			36,701			—			—
Acquisition-related charges		—			1,020			1,020			100
Restructuring benefits		(135	)		—			135			(100	)
Total operating expenses		97,445			104,967			7,522
Operating profit		47,697			18,797			(28,900	)
Non-operating expenses:
Interest expense		47,385			48,090			705			1
Other expense		383			80			(303	)		(79	)
Loss before income taxes		(71	)		(29,373	)		(29,302	)		*
Benefit for income taxes		(27	)		(11,705	)		(11,678	)		*
Net income (loss)	$	(44	)	$	(17,668	)	$	(17,624	)		*

*

Denotes that the percentage change calculated for this line item was deemed not meaningful.

Net sales

        Net sales in the year ended December 31, 2011 decreased by 5% to $281.3 million from $296.5 million in the twelve month pro forma period ended December 31, 2010. The decrease was primarily due to reduced merchandising support from our customers and increased competitive activity. A portion of the decline in sales volume of our appearance products which is consistent with lower sales volume in the automotive aftermarket appearance products category resulted from adverse weather conditions throughout North America from March through December 2011 and economic conditions that adversely affected consumer spending.

Gross profit

        Gross profit decreased by 15% to $123.8 million in the year ended December 31, 2011 from $145.1 million in the twelve month pro forma period ended December 31, 2010 and decreased as a percentage of net sales to 44% from 49%. Gross profit for the fiscal year ended December 31, 2011 includes an acquisition related charge of $4.4 million (1.6% of net sales) related to the amortization of acquired inventory at fair value. Gross profit contraction in the year ended December 31, 2011 was also related to a greater per unit absorption of plant costs as a result of lower production on decreased sales volume as a result of the adverse weather conditions throughout North America, increased

55

commodity costs, and additional costs incurred to establish our new supply chain following separation from the Clorox supply chain.

Selling and administrative expenses

        Selling and administrative expenses increased by 19% to $40.2 million in the year ended December 31, 2011 from $33.7 million in the twelve month pro forma period ended December 31, 2010. The increase was primarily due to additional costs incurred in order to transition to a stand-alone company together with costs under our TSA with Clorox, and non-capitalizable expenses related to implementing our new ERP system.

Advertising costs

        Advertising costs increased by 2% to $24.7 million in the year ended December 31, 2011 from $24.3 million in twelve month pro forma period ended December 31, 2010. This increase was primarily due to an increase in spending on print and radio promotions, costs associated with product launches in certain international countries and increased expenditures in racing sponsorships in accordance with management's brand support strategy.

Research and development costs

        Research and development costs decreased by 20% to $2.3 million in the year ended December 31, 2011 from $2.9 million in the twelve month pro forma period ended December 31, 2010. The decrease was primarily due to the cessation of research and development services as of July 1, 2011 rendered by Clorox under the TSA.

Amortization of acquired intangible assets

        Amortization of acquired intangible assets is related to intangible assets of $431.2 million acquired in the Acquisition and was flat between the year ended December 31, 2011 and the twelve month pro forma period ended December 31, 2010.

Acquisition-related charges

        We recognized $1.0 million in the year ended December 31, 2011 of transaction costs related to the Acquisition in legal, consulting, accounting, and tax advisory services. Corresponding acquisition-related charges of $16.0 million have been removed from the twelve month pro forma period ended December 31, 2010.

Non-operating expenses

        Interest expense represents interest on our term loan, revolver and senior notes as well as amortization of debt issuance costs and the change was not significant. Other expenses were not material in either period.

Benefit for income taxes

        The effective tax rate was 40% and 38% in the year ended December 31, 2011 and the twelve month pro forma period ended December 31, 2010, respectively. The fiscal year 2011 tax rate was higher than in twelve month pro forma period ended December 31, 2010 primarily due to foreign taxes.

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Net sales by segment

North America

        The following table summarizes net sales for the North America segment for products marketed and sold to customers in the United States and Canada by product line for the twelve month pro forma period ended December 31, 2010 and the year ended December 31, 2011 (in thousands, except percentages):

	Year ended December 31,				Change from Prior Year						% of Net Sales
	2010		2011		$			%			2010			2011
	(Pro forma)		(Successor)
Net sales
North America:
Armor All products	$	156,104	$	146,169	$	(9,935	)		(6	)%		53	%		52	%
STP products		74,763		65,945		(8,818	)		(12	)%		25	%		23	%
Total North America	$	230,867	$	212,114		(18,753	)		(8	)%		78	%		75	%

        Net sales in North America decreased by $18.8 million primarily due to reduced merchandising support from our customers and increased competitive activity. A portion of our appearance product decrease was due to lower sales as a result of adverse weather conditions in North America from March through December 2011 and economic conditions that adversely affected consumer spending.

        Net sales of Armor All products in the North America segment decreased by 6% to $146.2 million for the year ended December 31, 2011 compared to $156.1 million in the twelve month pro forma period ended December 31, 2010. This decrease was primarily due to lower sales as a result of adverse weather conditions throughout North America from March through September 2011 consistent with lower sales volume in the automotive aftermarket appearance products category as a whole.

        Net sales of STP products in the North America segment decreased by 12% to $65.9 million for the year ended December 31, 2011 compared to $74.8 million in the twelve month pro forma period ended December 31, 2010. The decrease was due to reduced merchandising support from our customers and increased competitive activity that continued downward trend we have been experiencing in this product line.

International

        The following table summarizes net sales for the International segment for products sold to customers outside North America for the twelve month pro forma period ended December 31, 2010 and the year ended December 31, 2011 (in thousands, except percentages):

	Year ended December 31,				Change from Prior Year					% of Net Sales
	2010		2011		$		%			2010			2011
	(Pro forma)		(Successor)
Net sales	$	65,620	$	69,203		3,583		5	%		22	%		25	%

        Net sales increased during the year ended December 31, 2011 over the twelve month pro forma period ended December 31, 2010 primarily due to product mix and benefits from fluctuations in certain foreign exchange rates.

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Successor period from November 5, 2010 to December 31, 2010 and Predecessor period from July 1, 2010 to November 4, 2010

        The results of operations for the Successor period from November 5, 2010 to December 31, 2010 and the Predecessor period from July 1, 2010 to November 4, 2010 are not comparable to each other, nor are they comparable to the results of operations for the fiscal year ended December 31, 2011 (Successor) or the years ended June 30, 2010 or 2009 (Predecessor) due to their differing short-term periods, the seasonal nature of our business and expenses directly attributable to the Acquisition.

        Net sales and gross profit were $35.0 million and $7.2 million, respectively, in the Successor period from November 5, 2010 to December 31, 2010. Net sales during this period were negatively impacted by delays in customer purchasing in anticipation of the release of the new STP concentrate formula and the impact of price rollbacks initiated prior to July 1, 2010. Gross profit includes an acquisition related charge of $7.2 million related to the amortization of acquired inventory at fair value which caused gross profit as a percentage of net sales to be unusually low at 21% during this period. Operating expenses during this period were $30.0 million and included acquisition-related charges of $16.0 million and amortization of acquired intangible assets of $5.7 million together with other operating expenses of $8.3 million. Also contributing to the loss before income taxes during this period of $30.4 million was interest expense of $7.4 million related to our Senior notes due 2018 and our Credit Facilities issued in conjunction with the Acquisition.

        Net sales and gross profit were $94.3 million and $44.1 million, respectively, in the Predecessor period from July 1, 2010 to November 4, 2010. Net sales during this period were also negatively impacted by purchasing delays in anticipation of the release of the new STP concentrate formula and the impact of price rollbacks initiated prior to July 1, 2010. Gross profit as a percentage of net sales was 47% during this period. Total operating expenses during this period were $19.4 million and represented 21% of net sales, consistent with the Predecessor years ended June 30, 2010 and 2009.

Predecessor fiscal year ended June 30, 2010 compared to predecessor fiscal year ended June 30, 2009

	Year Ended June 30,
(in thousands, except percentages)	2009		2010		Change			%
	(Predecessor)		(Predecessor)
Net sales	$	292,391	$	299,537	$	7,146			2	%
Cost of products sold		156,657		147,672		(8,985	)		(6	)
Gross profit		135,734		151,865		16,131			12
Operating expenses:
Selling and administrative expenses		31,040		34,028		2,988			10
Advertising costs		25,163		23,994		(1,169	)		(5	)
Research and development costs		3,591		3,289		(302	)		(8	)
Amortization of acquired intangible assets		2		3		1			50
Restructuring costs		994		11		(983	)		*
Total operating expenses		60,790		61,325		535			1
Operating profit		74,944		90,540		15,596			21
Non-operating expenses:
Other expense		758		238		(520	)		(69	)
Earnings before income taxes		74,186		90,302		16,116			22
Provision for income taxes		26,626		34,277		7,651			29
Net earnings	$	47,560	$	56,025	$	8,465			18

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Net sales

        Net sales in Predecessor fiscal year 2010 increased by 2.4% to $299.5 million from $292.4 million in Predecessor fiscal year 2009. Volume decreased by 1% primarily due to lower shipments of STP products as a result of reduced promotional activities and SKU assortment in non-core items. The decrease in volume was offset by increased shipments of Armor All due to merchandising events and the impact of price rollbacks in the fourth quarter of Predecessor fiscal year 2010. Net sales growth outpaced volume primarily due to favorable trade promotions and advertising, partially offset by an unfavorable product mix as we experienced lower sales of some of our higher priced products.

        During the first three quarters of Predecessor fiscal year 2010 we continued to see the negative effects of our non-competitive pricing in the Armor All and STP brands, as our overall U.S. volume for Armor All decreased 3.5% and U.S. volume for STP declined 21.7% as a result of decreased trade support and weak economic conditions. In order to improve our trade relationships and achieve price competitiveness, management rolled back the price increases for certain of our products in the third quarter of Predecessor fiscal year 2010, which were reflected at retail in the fourth quarter of fiscal year 2010. As a result, volumes increased in the fourth quarter of Predecessor fiscal year 2010, as Armor All volumes increased 29.8% and STP volumes were flat versus the fourth quarter of Predecessor fiscal year 2009.

Gross profit

        Gross profit increased by 12% to $151.9 million in Predecessor fiscal year 2010 from $135.7 million in Predecessor fiscal year 2009 and increased as a percentage of net sales to 51%. Gross margin expansion in Predecessor fiscal year 2010 was primarily from favorable commodity costs, such as jet fuel, silicone and resin, product cost savings, lower trade spending and the benefits of foreign exchange movements in our international operations (primarily Australia), partially offset by an unfavorable product mix.

Selling and administrative expenses

        Selling and administrative expenses increased by 10% in Predecessor fiscal year 2010 from $31.0 million to $34.0 million primarily due to an increase in market research investment and increased commission costs. Partially offsetting this increase was a decrease in bad debt expense.

Advertising costs

        Advertising costs decreased by 5% in Predecessor fiscal year 2010 from $25.2 million to $24.0 million primarily due to approximately $0.9 million decrease in spending on print and radio promotions, offset by costs associated with product launches in certain international countries.

Research and development costs

        Research and development costs decreased by 8% in Predecessor fiscal year 2010 from $3.6 million to $3.3 million compared to the prior period, primarily due to utilizing a more efficient approach to innovation whereby both internal research teams and external partners were used strategically.

Restructuring costs

        Restructuring costs were $0.0 million and $1.0 million in Predecessor fiscal years 2010 and 2009, respectively. As part of our network simplification project, Clorox made the decision to close the Mentor facility, which was originally scheduled to close in July 2011. Management re-evaluated the continued use of the Mentor facility and determined to continue using this facility through the expiration of the lease in September 2012. A portion of our restructuring in Predecessor fiscal year

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2009 was due to carry-over restructuring costs associated with the closing of our Paulsboro plant facility in Predecessor fiscal year 2008.

        Total restructuring charges (benefits), including amounts reflected in cost of products sold, were approximately $(0.1) million and $1.7 million in Predecessor fiscal years 2010 and 2009, respectively. Restructuring charges (benefits) included in cost of products sold decreased from $0.7 million in Predecessor fiscal year 2009 to $(0.1) million in Predecessor fiscal year 2010 primarily due to accelerated depreciation of the Mentor facility. In Predecessor fiscal year 2010, cost of products sold also included the acceleration of a deferred rent credit on the Mentor facility of approximately $0.5 million.

        Total severance payments for Predecessor fiscal years 2010 and 2009 were $0.0 million and $1.3 million, respectively. Total accrued severance was $0.3 million for both Predecessor fiscal years 2010 and 2009.

        We may, from time to time, decide to pursue additional restructuring related initiatives and, therefore, may incur restructuring, asset impairment, severance and related charges in the future.

Interest and other expense, net

        Interest and other expense, net major components for the Predecessor fiscal years 2010 and 2009 are as follows (in thousands):

	Twelve months ended June 30,
	2009			2010
Foreign exchange transaction losses, net	$	1,070		$	384
Royalty income		(288	)		(253	)
Other		(24	)		107
Total other expense (income), net	$	758		$	238

        The foreign exchange transaction losses for Predecessor fiscal years 2010 and 2009 were primarily related to the depreciation of the British pound and the Euro from the conversion of local currency balances to U.S. dollars.

Earnings before income taxes

        Earnings before income taxes or "EBT" in Predecessor fiscal year 2010 increased by 21.7% to $90.3 million from $74.2 million in Predecessor fiscal year 2009. The primary driver for the increase in EBT was a decrease in commodity prices, resulting in lower costs for our products, an improvement in the performance of our international markets, including the benefit of foreign exchange movements, lower trade spending and our ongoing efforts to improve our cost production. Offsetting the improvement in EBT were the declines in volume and our decision to decrease prices on products and deterioration in product mix.

Income taxes

        The effective tax rate was 38.0% and 35.9% in Predecessor fiscal years 2010 and 2009, respectively. The fiscal year 2010 tax rate was higher than in Predecessor fiscal year 2009 primarily due to fiscal year 2010 decreases in benefits related to federal manufacturing tax credits.

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Net sales by segment

North America

        The following table summarizes net sales for the North America segment for products marketed and sold to customers in the United States and Canada by product line for the Predecessor fiscal years ended June 30, 2010 and 2009 (in thousands, except percentages):

	Twelve months ended June 30,				Change from Prior Year						% of Net Sales
	2009		2010		$			%			2009			2010
Net sales
North America:
Armor All products	$	149,305	$	160,651	$	11,346			8	%		51	%		54	%
STP products		83,524		72,512		(11,012	)		(13	)%		29	%		24	%
Total North America	$	232,829	$	233,163	$	334			0	%		80	%		78	%

        Net sales in North America were flat in the Predecessor fiscal years ended June 30, 2010 and 2009. Volume decreased 2% primarily due to lower shipments of STP products, partially offset by increased shipments of Armor All. Net sales growth outpaced volume primarily due to trade promotions and advertising partially offset by an unfavorable product mix and the impact of pricing.

        Net sales of Armor All products in the North America segment increased by 8% to $160.7 million for Predecessor fiscal year 2010 compared to $149.3 million in Predecessor fiscal year 2009. This increase was due primarily to increased volume driven by merchandising events and the impact of price declines.

        Net sales of STP products in the North America segment decreased by 13% to $72.5 million for Predecessor fiscal year 2010 compared to $83.5 million in Predecessor fiscal year 2009. The decrease was due primarily to a decline in merchandising events as well as distributor losses.

International

        The following table summarizes net sales for the International segment for products sold to customers outside North America for the Predecessor fiscal years ended June 30, 2010 and 2009 (in thousands, except percentages):

	Twelve months ended June 30,				Change from Prior Year					% of Net Sales
	2009		2010		$		%			2009			2010
Net sales	$	59,562	$	66,374		6,812		11	%		20	%		22	%

        Net sales and volume increased during Predecessor fiscal year 2010. Volume increased 3% primarily due to increased shipments. The variance between the change in net sales and the change in volume is primarily due to favorable foreign exchange transactions and product mix.

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Liquidity and capital resources

Cash flows

        Our principal sources of liquidity are our cash of $4.9 million as of December 31, 2011 and our $50.0 million revolving credit facility under which we had no amounts outstanding as of December 31, 2011. The following table summarizes our cash activities (in thousands):

	Twelve months ended June 30,
							Period from July 1, 2010 to November 4, 2010			Period from November 5, 2010 to December 31, 2010			Year ended December 31, 2011
	2009			2010
	(Predecessor)			(Predecessor)			(Predecessor)			(Successor)			(Successor)
Net cash provided by (used in) operating activities	$	54,423		$	36,539		$	(5,295	)	$	(16,594	)	$	(9,790	)
Net cash used in investing activities		(2,407	)		(2,312	)		(1,463	)		(756,155	)		(13,011	)
Net cash (used in) provided by financing activities		(52,016	)		(34,227	)		6,758			804,466			(2,875	)

Operating activities

        Net cash used in operating activities of $9.8 million for the year ended December 31, 2011 was primarily attributable to our net loss of $17.7 million and an increase in operating assets and liabilities of $23.9 million, partially offset by non-cash charges of $31.8 million. The increase in operating assets was principally due to increased accounts receivables following the Acquisition which did not include the purchase of accounts receivables from customers. Net cash used in operating activities of $16.6 million for the period from November 5, 2010 to December 31, 2010 was primarily attributable to our net loss of $22.1 million, partially offset by a decrease in operating assets and liabilities of $5.6 million. Net cash used in operating activities of $5.3 million for the period from July 1, 2010 to November 4, 2010 was primarily attributable to an increase in operating assets and liabilities of $24.5 million, partially offset by our net earnings of $16.1 million and non-cash charges of $3.1 million.

        Net cash provided by operating activities decreased to approximately $36.5 million in Predecessor fiscal year 2010 from $54.4 million in Predecessor fiscal year 2009. The year over year decrease was primarily due to higher accounts receivable, primarily due to a change in credit terms for certain of the business customers and inventory builds for merchandising events, partially offset by an increase in accounts payable and accrued liabilities, mainly driven by the volume of purchases and increased co-packer fees and raw material purchases.

Investing activities

        Net cash used in investing activities of $13.0 million for the year ended December 31, 2011 was due to capital expenditures primarily related to our ERP system implementation. Net cash used in investing activities for the period from November 5, 2010 to December 31, 2010 was due primarily to cash paid for the Acquisition of $754.6 million. Capital expenditures were approximately $1.5 million for each of the periods from July 1, 2010 to November 4, 2010 and from November 5, 2010 to December 31, 2010 and $1.4 million and $2.3 million, respectively, in Predecessor fiscal years 2009 and 2010. Capital spending as a percentage of net sales was 2%, 4% and 5%, respectively for the period from July 1, 2010 to November 4, 2010, the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011 and less than 1% for each of the Predecessor fiscal years 2009 and 2010.

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Financing activities

        Net cash used in financing activities for the year ended December 31, 2011 was $2.9 million as a result of repayments of $29.5 million on our Revolver, scheduled quarterly installment payments totaling $3.0 million on our term loan and debt financing costs of $0.7 million related to amending our Credit Facility, partially offset by borrowings of $29.5 million on our Revolver and $0.8 million advanced from our Parent.

        Net cash provided by financing activities for the period from November 5, 2010 to December 31, 2010 was $804.5 million due to proceeds from issuance of common stock of $258.8 million, borrowings under our term loan facility of $290.3 million, and net proceeds from our bond issuance of $264.4 million, net of deferred financing costs of $9.0 million. Net cash provided by (used in) financing activities for the period from July 1, 2010 to November 4, 2010 and Predecessor fiscal years 2009 and 2010 was related to the net contributions from (distributions to) Clorox.

Off-balance sheet arrangements

        We currently have no material off-balance sheet arrangements.

Credit facilities

        In connection with the Acquisition, on November 5, 2010, we entered into a credit agreement with Armored AutoGroup Intermediate Inc. (f/k/a Viking Intermediate Inc.), the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Facility"). The Credit Facility was amended on March 16, 2011, whereby certain limitations on our ability to incur indebtedness or liens, or make certain investments were modified to allow us more flexibility going forward and the financial maintenance covenants were removed for purposes of the $300 million Term Loan Facility portion of the Credit Facility.

        Under the Credit Facility, we incurred a $300.0 million term loan with quarterly principal payments of $750,000 that began March 31, 2011 and the remaining principal maturing in November 2016. In addition to the term loan, the Credit Facility provides for a secured $50.0 million revolving credit facility (the "Revolver"), which matures in November 2015. An annual commitment fee of 0.75% is charged quarterly based on the average daily unused portion of the Revolver. As of December 31, 2011, there were no amounts outstanding under the $50.0 million Revolver.

        We are subject to certain customary financial and non-financial covenants. The Credit Facilities contain covenants that impose restrictions on, among other things, additional indebtedness, liens, investments, advances, guarantees and mergers and acquisitions. These covenants also place restrictions on asset sales, sale and leaseback transactions, dividends, payments between us and our subsidiaries and certain transactions with affiliates. For more information on the Credit Facilities, see "Description of Other Indebtedness—Credit Facilities."

Old Notes

        On November 5, 2010, we completed the sale of $275.0 million aggregate principal amount of 9.25% senior notes due 2018 at an issue price of 100% (the "Old Notes") in a private offering exempt from the registration requirements of the Securities Act, to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act. The Old Notes were issued pursuant to an indenture, dated November 5, 2010, between us and Wells Fargo Bank, National Association, as trustee (the "Trustee"), as supplemented by a supplemental indenture, dated November 5, 2010 (as supplemented, the "Indenture"), entered into by and among us, the Trustee and the Guarantors signatory thereto.

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        The Old Notes are our senior unsecured obligations and are guaranteed on a senior basis by each of our U.S. subsidiaries to the extent such guarantor is a guarantor of our obligations under the Credit Facilities. Interest is payable on the Old Notes on each May 1 and November 1, payment commenced on May 1, 2011 and has been paid to and including November 1, 2011. We may redeem some or all of the Old Notes at any time prior to November 1, 2014 at a price equal to 100% of the principal amount of the Old Notes redeemed plus accrued and unpaid interest, if any, and an applicable make-whole premium. On or after November 1, 2014, we may redeem some or all of the Old Notes at redemption prices set forth in the Indenture. In addition, at any time prior to November 1, 2013, we may redeem up to 35% of the aggregate principal amount of the Old Notes, at a specified redemption price with the net cash proceeds of certain equity offerings.

        The Indenture contains covenants that, among other things, restrict our ability and the Guarantors' ability to: incur, assume or guarantee additional indebtedness; pay dividends or redeem or repurchase capital stock; make other restricted payments; incur liens; redeem debt that is junior in right of payment to the Old Notes; sell or otherwise dispose of assets, including capital stock of subsidiaries; enter into mergers or consolidations; and enter into transactions with affiliates. These covenants are subject to a number of important exceptions and qualifications. In addition, in certain circumstances, if we sell assets or experiences certain changes of control, we must offer to purchase the Old Notes.

        We used the net proceeds from the offering of the Old Notes, together with borrowings under the Term Loan Facility and an equity contribution by the Sponsor and management, to finance the Transactions.

Certain Information Concerning Contractual Obligations

        The following table presents information relating to our contractual obligations. Amounts set forth below are on an actual basis as of December 31, 2011, our most recent fiscal year end for which audited financial statements are available (in thousands). Future events could cause actual payments to differ significantly from these amounts.

	Payments due by period
	2012		2013		2014		2015		2016		Thereafter		Total
Notes payable, including current portion and interest	$	46,436	$	46,254	$	46,071	$	45,889	$	325,020	$	321,706	$	831,376
Warehousing obligations(1)		4,328		4,328		3,993		3,041		2,027		—		17,717
Sponsorship obligations(1)		6,308		6,528		1,470		—		—		—		14,306
Operating leases		2,081		738		595		459		237		3		4,113
Total contractual obligations	$	59,153	$	57,848	$	52,129	$	49,389	$	327,284	$	321,709	$	867,512

(1)

Warehousing and sponsorship obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price and the approximate timing of the transaction. For obligations subject to variable price and/or quantity provisions, an estimate of the price and/or quantity has been made. Examples of our obligations include commitments for raw material and contract packing purchases and advertising contracts. Any amounts reflected on the consolidated balance sheet as accounts payable or accrued expenses and other liabilities are excluded from the table above.

        At December 31, 2011, the liability recorded for uncertain tax positions, excluding associated interest and penalties, was approximately $0.4 million. Since the ultimate amount and timing of further cash settlements cannot be predicted with reasonable certainty, liabilities for uncertain tax positions are excluded from the contractual obligation table.

        Subsequent to December 31, 2011, there have been no material changes to our contractual obligations that are outside the normal course.

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Commitments and Contingencies

        The Company is subject to various lawsuits and claims relating to issues such as contract disputes, product liability, patents and trademarks, advertising, employee and other matters. Although the results of claims and litigation cannot be predicted with certainty, it is the opinion of management that the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, individually or in the aggregate, on the Company's financial statements taken as a whole.

        In connection with the Acquisition, Clorox retained liability associated with a potential contract claim and also certain environmental matters. In conjunction with the Acquisition, the Successor has agreed to indemnify and reimburse Clorox for 50% of the first $5,000,000 in costs related to the contract claim. As of December 31, 2011, the Company has accrued $2,500,000 in long-term liabilities related to this contingency.

Quantitative and qualitative disclosures about market risk

Foreign currency risk

        We sell our products in many countries outside of the United States and, as such, are exposed to foreign currency exchange risk. However, our foreign currency exchange exposure is limited due to the concentration of our revenues and profitability in the United States. Our net sales are typically earned in the same currency in which we incur our expenses in the United States and Europe, which also mitigates for foreign exchange exposure. Given management's belief that our business faces limited foreign exchange risk, we currently do not have any currency hedging programs in place; however, we will continue to assess our foreign exchange risk management strategy as our business outside of the United States grows.

Interest rate risk

        We are exposed to interest rate risk associated with our debt instruments. As of December 31, 2011, we had approximately $572.0 million of total gross amount of debt outstanding, excluding $50.0 million of unused commitments under the Revolving Credit Facility, of which $297.0 million have been bearing interest at variable rates. A one percentage point change in interest rates on our variable rate debt would have resulted in interest expense fluctuating approximately $3.0 million for the year ended December 31, 2011. We currently do not have any interest rate swaps; however, we continually assess our interest rate risk for purposes of determining whether interest rate hedges would be consistent with our overall risk management strategy.

Recently issued accounting pronouncements

        In September 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-08, Testing Goodwill for Impairment ("ASU 2011-08"), which changes the way a company completes its annual impairment review process. The provisions of this pronouncement provide an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. ASU 2011-08 allows an entity the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. The pronouncement does not change the current guidance for testing other indefinite-lived intangible assets for impairment. This standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company will adopt this pronouncement in fiscal 2012 and does not expect the adoption of ASU 2011-08 to have a material effect on its financial position or results of operations.

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        In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income ("ASU 2011-05"), which will require companies to present the components of net income and other comprehensive income either in a single continuous statement or in two separate but consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. The pronouncement does not change the current option for presenting components of other comprehensive income, gross or net of the effect of income taxes, provided that such tax effects are presented in the statement in which other comprehensive income is presented or disclosed in the notes to the financial statements. The pronouncement does not affect the calculation or reporting of earnings per share. The pronouncement also does not change the items which must be reported in other comprehensive income, how such items are measured, or when they must be reclassified to net income. This standard is effective for reporting periods beginning after December 15, 2011. Early adoption is permitted. The Company will adopt this pronouncement in the first quarter of 2012 and it will have no effect on its financial position or results of operations, but will impact the way the Company presents comprehensive income.

        In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2011-04"), which is intended to result in convergence between U.S. GAAP and International Financial Reporting Standards requirements for measurement of, and disclosures about, fair value. ASU 2011-04 clarifies or changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This pronouncement is effective for reporting periods beginning after December 15, 2011, with early adoption prohibited for public companies. The new guidance will require prospective application. The Company will adopt this pronouncement in the first quarter of 2012 and does not expect its adoption to have a material effect on its financial position or results of operations.

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BUSINESS

Company overview

        We are a consumer products company consisting primarily of Armor All and STP, two of the most recognizable brands in the automotive aftermarket appearance products and performance products categories, respectively. Both brands have leading category shares in the United States, with Armor All having a #1 position in the appearance products category and STP a #3 position in the performance products category as measured by NPD and Nielsen. Armor All's current product line of protectants, wipes, tire and wheel care products, glass cleaners, leather care products and washes is designed to clean, shine and protect interior and exterior automobile surfaces. STP's offering of oil and fuel additives, functional fluids and automotive appearance products has a broad customer base ranging from professional racers to car enthusiasts and "Do-it-Yourselfers." Our brands offer a myriad of automotive appearance and performance products that can be found in most of the major developed countries around the world. We have a diversified geographic footprint with direct operations in the United States, Canada, Australia and the U.K. and distributor relationships in approximately 50 countries.

        Armor All is the most recognized automotive aftermarket appearance product brand in the United States with a comprehensive, high-quality and competitively priced product line. Armor All's advertising campaigns, such as the "Go ahead. Stare," "Care for your car" and the new "Armor All Way," build on Armor All's strong brand equity established over its 50 year history to maintain a high level of consumer awareness. Armor All has distinguished itself as the leader in the automotive aftermarket appearance products category based upon its household name, high-quality product formulations, convenient application methods and tradition of innovation.

        The STP brand has been characterized by a commitment to technology, performance and motor sports partnerships for over 50 years. Regular use of STP additives as part of basic maintenance helps engines run better by boosting the cleaning performance of gas and saving gas by keeping fuel intake systems clean. The STP brand's fuel and oil additives, functional fluids and automotive appearance products benefit from a rich heritage in the car enthusiast and racing scenes.

Industry overview

        The automotive aftermarket industry is defined as the manufacturing, distribution, sales and service of all automotive products other than the purchase of an automobile from a new car dealer. It includes hard parts such as brakes and tires, and consumables such as Armor All and STP.

        With an estimated size of $200 billion in the United States, the automotive aftermarket provides consumers with access to automotive maintenance services and products through several categories. The demand for automotive aftermarket products is correlated to the number of miles driven and the average age of cars. Given that both of these indicators are expected to grow over the next several years, we believe the automotive aftermarket should perform well. Consumers have the option of repairing or improving their vehicles themselves (known as the consumer or "Do it Yourself," or "DIY" market) or taking their vehicle to a professional service facility (the "Do it for Me," or "DIFM" market). The consumer market can be segmented further into casual users and car enthusiasts. Automotive aftermarket purchases are driven by car maintenance, beautification, performance enhancements and personalization. The typical U.S. automotive aftermarket consumer is a 30-something male who spends approximately $500 annually on his car that has over 86,000 miles, which is at least ten years old.

Appearance products category

        As a subcategory of the automotive aftermarket, the $700 million U.S. appearance products category serves retail consumers and the commercial car care and professional detailing channels. The

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appearance products category can be further classified into interior and exterior products, which include protectants, tire and wheel care, waxes/polishes, wipes, car wash and fabric conditioners. We believe sales of appearance products, such as Armor All, are correlated to new car purchases or "new to consumer" (e.g., used car purchases) because these car owners tend to be more dedicated to upkeep and beautification. Since purchasing a car, whether new or new to consumer, is generally the first or second most expensive purchase made by consumers, we believe auto appearance and performance are of high importance. As a result, we believe consumers exhibit strong brand loyalty by using products they trust. We believe that brand loyalty coupled with competitive price points for the average product discourages consumers from switching to private label products, which we believe explains the low level of private label penetration in this category. Countries outside the United States and Western Europe, with a developing middle class and increasing automobile penetration (e.g., China and India), present attractive growth opportunities for appearance products.

Performance products category

        The $1 billion U.S. performance products category for additives serves consumers who are interested in increasing the performance of their automobiles or performing their own mechanical-related maintenance. This category can be further classified into fuel additives, oil additives and functional fluids and other niche performance products. Regular use of STP additives as part of basic maintenance helps clean deposits that build up from engine operation and helps engines run better and be more fuel efficient. STP fuel additives also help to maintain a clean fuel system and boost the cleaning performance of gasoline. Our oil additives products reduce metal-to-metal friction by providing a thicker cushion between the moving engine parts, thus protecting against engine wear and reducing oil consumption. STP's functional fluids include brake and power-steering fluids designed to prevent corrosion, wear and breakdown. We believe the need for fuel additives will increase, driven by the rising use of ethanol in fuel blends and the growing prevalence of smaller engines. Both of these trends result in less clean combustion in engines and the need for more performance products. Similar to the appearance products category, brand awareness and the consumer relationship with performance products brands is strong, resulting in low private label penetration.

Our competitive strengths

        We believe that we are well-positioned to capitalize on the following competitive strengths to achieve future growth:

        Recognizable brands with leading market positions.    Armor All and STP are leaders in the automotive aftermarket appearance and performance products categories, respectively. Armor All is the #1 brand overall in the appearance products category in the United States, as measured by NPD and Nielsen, with products including protectants, wipes and wheel care products. Armor All has maintained this leadership position for nearly 10 years despite new market entrants. STP is the #3 brand in the performance products category in the United States, as measured by NPD and Nielsen. Armor All and STP enjoy higher brand awareness than the competition. We believe the strong brand recognition of Armor All and STP is a testament to the deep connection consumers have with both these brands.

        Strong customer relationships.    We have a strong presence in a diversified distribution network which includes specialty auto retailers, mass merchandise retailers, discount stores, grocery stores, retail drug stores and other distributors. The majority of our sales come from mass merchandisers, such as Wal-Mart and Target Corp., and from automotive retail stores, such as AutoZone, Advance Auto, O'Reilly's and The Pep Boys. Armor All and STP perform well for retailers, and, as a consequence, have a strong share of shelf and attractive shelf positioning with our retail partners. We have strong relationships with the major players in the industry and are either a category captain or a category advisor to many of our accounts.

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        Diversified net sales base.    Our net sales base is diversified, both from a product and geographic perspective. We distribute our products in approximately 50 countries worldwide and approximately 29% and 32% of our net sales for the twelve months ended June 30, 2010 and the year ended December 31, 2011, respectively, were sold outside the United States. We have developed a strong international footprint with multiple appearance and performance products sold globally. Armor All is the U.S. leader in protectants and wipes, having pioneered these product areas, in addition to having a substantial position in the wheel, tire and other appearance categories. STP's current product portfolio is comprised of three different segments: fuel additives, oil additives and functional fluids. This diversification across geographies and within product categories, combined with strong brands, offers further opportunities for expansion in other appearance and performance product areas.

Our business strategy

        Prior to the Acquisition, the brands were managed primarily for short-term profitability with limited resources provided to drive growth in the business. Under our new ownership, we have begun investing to support the strong brand equity and category positions of Armor All and STP to grow and expand the brands. We intend to achieve these goals by implementing the following strategies:

        Launching new and innovative products.    Under Clorox ownership, there was minimal innovation in the Armor All and STP product lines. We believe that product introductions are critical to maintaining relevance and generating excitement with retail partners. Innovation is also an important element of cultivating a strong brand image among consumers in these product categories, especially heavy users and opinion leaders within the appearance and performance products categories. During 2011 we launched seven new Armor All products or improvements, including a new wax product, as well as two new STP products. The new wax product is our entry into the wax category; a category in which we did not previously compete. STP relaunched its entire fuel additives line in a concentrated formula. In 2012, we intend to launch 19 new Armor All stock keeping units ("SKUs"), including an enhanced wax product and a new line of air freshener products, as well as six new STP SKUs.

        Reinvigorating the STP brand.    The marketing and new product support for the STP brand was limited during the last several years. We believe this contributed to the loss of volumes for STP. As such, we launched a new line of STP in concentrate form in 2011. This product was targeted to meet our retail customers' request for a reduced footprint of each STP SKU as well as reduced the packaging waste associated with larger containers. We also returned to racing sponsorship to recapture STP's heritage with automobile racing fans. In 2012, we intend to introduce six new STP SKUs and expand our advertising relative to the new line of concentrates and as investment in re-building the STP brand.

        Building upon relationships with the trade.    Prior to the Acquisition, the brands were managed primarily for short-term profitability, which we believe had a negative impact on our trade relationships. As commodity prices increased during the 2007 to 2009 period, we increased prices on many of our products several times. Retailers did not pass along the last round of these price increases to the end consumer, which resulted in a compression of channel margins. In response, several key retailers cut back on shelf allocations, especially for STP. In order to improve trade relationships and achieve relative pricing parity, in early 2011 we rolled back some of the pricing increases within the performance products category and increased trade spending. We are now taking a more active approach to cultivating trade relationships, including pursuing in-store promotional activities, designing display support and endorsing other merchandising events to drive traffic for the retailer. We believe the combination of these actions should result in improved and sustainable financial performance over the long-term.

        Pursuing international growth.    With distributor relationships in approximately 50 countries, we are poised to expand our international presence, which was not a priority under Clorox ownership.

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Previously, in many countries outside of the United States, Armor All and STP were a secondary priority for a sales force focused on selling The Clorox Company's core household cleaning products. We believe we can increase our percentage of sales generated in international markets, which accounted for approximately 29% and 32% of our net sales for the twelve months ended June 30, 2010 and the year ended December 31, 2011, respectively. Consumers in many emerging markets, where we have historically not had a presence, are increasing their car buying activity, which should drive demand for automotive aftermarket products. For example, the passenger vehicle market in China, currently the second largest in the world, is expected to grow by 270 million vehicles in the next 25 years and surpass the United States as the largest passenger vehicle market in the world.

        Opportunistically pursue acquisitions.    The automotive aftermarket industry is comprised of a number of businesses that are non-core to their current owners. In addition, companies with branded products generally tend to have minimal operational infrastructure and can generally be readily integrated into an acquirer because of customer and sales force overlap, small SKU counts and asset light operations. As such, we are currently reviewing the landscape of potential opportunities and pursuing potential acquisitions.

Current Armor All product offering

        Armor All is the most recognized automotive aftermarket appearance product brand in the United States with a comprehensive, high-quality and competitively priced product line. Armor All has distinguished itself as the leader in the automotive aftermarket appearance products category based upon its household name, high-quality product formulations, convenient application methods and tradition of innovation. Armor All's current product line of protectants, wipes, tire and wheel care products, glass cleaners, leather care products and washes is designed to clean, shine and protect interior and exterior automobile surfaces.

        Armor All's product offering includes the following:

•

Protectants—These products both beautify and protect interior car surfaces. Use of our protectant products helps to prevent premature cracking, fading and discoloration of interior surfaces and brings out a deep shine in car interiors. Armor All offers several protectant products, including Ultra Shine and Natural Finish detailer.

•

Wipes—These products are comprised of disposable towelettes which are moistened with active ingredients designed to clean and protect interior and exterior car surfaces. We offer a variety of wipe formulations which are tailored to general cleaning, as well as glass, leather, plastic and rubber surfaces.

•

Tire & Wheel—Our tire & wheel product line provides consumers with multiple tools to enhance the appearance of their tires and wheels. These products borrow from our strengths in protectants, but also deliver cleaning capabilities and a high gloss shine. We offer multiple tire and wheel products, including Tire Foam Protectant, Tire Shine in aerosol, gel and spray formulations, foaming protectant and wheel cleaner.

•

Wash & Wax—These products are designed to clean and protect the car's exterior. Our offerings consist of car wash, car waxes and polishes as well as spray detailers. In 2012 we intend to launch our new Armor All Extreme Shield Wax which actually repels dirt from the cars exterior paint surfaces.

•

Air Care—In 2012, we intend to launch a line of air freshener products including hanging cards as well as vent clips. These products will come in a variety of scents, including Mountain Air, Cool Mist, Wild Berry, New Car and Vanilla. We also have a line of air freshening protectants and wipes.

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•

Other—We have focused on rounding out our product offering in the appearance category by also providing consumers with a variety of other products, including glass cleaners, leather care products, multipurpose cleaners and degreasers and holiday gift packs, which bundle a variety of Armor All products.

Current STP product offering

        The STP brand has been characterized by a commitment to technology, performance and motor sports partnerships for over 50 years. Regular use of STP additives as part of basic maintenance helps engines run better by boosting the cleaning performance of gas and saving gas by keeping fuel intake systems clean. The STP brand's fuel and oil additives, functional fluids and automotive appearance products benefit from a rich heritage in the car enthusiast and racing scenes.

        STP's product offering includes the following:

•

Fuel Additives—Our fuel additive products are poured into fuel tanks and help maximize fuel efficiency and avoid engine problems including rough idling, weak acceleration, stumbling and stalling. These products clean engine system components and reduce friction, thereby enhancing performance. Our fuel additive product line includes gas treatment, fuel injector cleaners, complete fuel system cleaners, octane boosters, winterizing treatments and diesel fuel injector treatments.

•

Oil Additives—We also sell a line of oil additives which help keep engines lubricated and target specific issues consumers may encounter with their oil systems including engine friction, minor engine leaks and excessive engine smoking.

•

Functional Fluids—Our STP product offering also includes an array of functional fluids that are required for proper vehicle function. These products include power steering fluid and brake fluid.

•

Multi-Purpose Motor Treatment—This product works in the fuel system, crankcase and intake. This multi-purpose product helps clean deposits in the fuel system, stabilize fuel, protects against crankcase sludge and provides upper cylinder lubrication. This product is safe for use in all gasoline and diesel engines including cars, boats, lawnmowers, ATVs and other motorized equipment.

•

Appearance Products—We also offer a line of automotive appearance products under the STP brand umbrella, which are sub-branded as Son of a Gun. These products include a protectant formulation which cleans and shines vehicle interiors and a tire cleaner product.

Distribution

        We operate a broad distribution network, which includes big box auto, auto specialty retail, mass retailers, food and drug retailers, convenience retailers and distributors who focus on the DIFM market. We utilize an experienced sales force dedicated to serving major clients globally. We also sell our products directly through brokers and licensees and via other methods.

Channel overview

        We market our products in the United States through a number of channels and use a number of sales strategies. Our top three U.S. sales channels, mass merchandisers, auto retailers and discount stores, account for a majority of total shipments in the United States. Sales personnel call directly on major accounts and have support teams for supply and marketing. Our small regional and convenience store customers are serviced by brokers and distributors.

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Customer relationships

        We have significant penetration of our products into flagship retailers and our top seven largest customers represented approximately 67% and 65% of U.S. net sales for the twelve months ended June 30, 2010 and the year ended December 31, 2011, respectively. Typically, these large retailers focus their efforts and shelf space on leading brands only. We had one customer (Wal-Mart) who represented more than 10% of total net sales. Wal-Mart represented 23%, 22%, 19%, 28% and 20% of total net sales in the twelve months ended June 30, 2009 and 2010 the period from July 1, 2010 to November 4, 2010, the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, respectively.

        We provide distinctive customer support through category advisory services (CAS), shopper and sales-based information used to improve assortment, shelving, pricing and merchandising strategies to maximize category sales. CAS, coupled with brand marketing efforts, help to create programs that allow customers to drive purchases by people already in-store and attract new category purchasers.

International distribution overview

        International distribution varies by region and is often executed on a country-by-country basis. A majority of our international sales are completed using distributors, except for in the United Kingdom, where the direct model is most often used. Australia and Germany also have some major direct customers.

Marketing

Brand positioning

        Armor All and STP are two of the most recognizable brands in the auto care appearance products and performance products categories. Our marketing strategies have historically been targeted toward the auto enthusiast. In particular, we believe our sponsorships of local races and rally teams help gain the trust of these consumers. Armor All's brand awareness is aided by its advertising programs which capture a significant share of the advertising voice within the appearance products category and remained strong despite Clorox's decision to manage the business for profitability. In contrast, STP received little marketing investment due to our prior owner's priorities in recent years.

        We believe the DIY consumer is our greatest growth opportunity and represents the focus of our marketing strategies for Armor All and STP. We believe our growth and value are driven through the integration of marketing communication, pulse period merchandising, partnering with retailers with programs like Wal-Mart's "Simple Solutions" and linking auto care to other DIY behavior. Empowering DIY-prone consumers to use Armor All and STP products and promoting overall auto care represent a significant market opportunity. We seek to combine marketing efforts for STP and Armor All wherever appropriate, leveraging the brand equity of both brands to expand audience and reach. Additionally, we are continuing to drive value through efficient innovation in aesthetics, packaging and positioning in new and existing segments.

Marketing campaigns and strategies

Armor All

        Armor All's marketing efforts are focused on empowering DIY consumers to take care of their cars' appearance on a regular basis. The brand showcases its new and existing products in a manner that is both educational and entertaining across a variety of traditional, online and grassroots media. Traditional media primarily leverages television and print advertising in a variety of male, DIY, sports and automotive programs and publications. Online marketing efforts involve providing engaging and educational content on Armorall.com, Facebook and other websites, running banner ads on websites with DIY, sports and automotive content and optimizing the brand's presence on major search engines.

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Grassroots efforts involve the use of key spokesmen and partnerships to appeal to racing-involved consumers, taking advantage of the strong link between car care and racing, leveraging the implied expertise.

        High resonance advertising campaigns such as "Go Ahead Stare," "Care for your Car" and the new "Armor All Way" target DIY consumers and consistently keep brand awareness at high levels. Armor All has a strong global presence in the auto racing scene with key sponsorships that help capture the race / car enthusiast market in the U.S. (NASCAR, World of Outlaws), Australia (V8 Supercars) and Europe (rally cars). These programs also provide a halo effect to a broader, more everyday user base. Notably, Armor All is endorsed by NASCAR driver Tony Stewart, who has scored 11 driving championships in his racing career, including the 2011 NASCAR Sprint Cup. Armor All (along with STP) is also one of the official car care products of the World of Outlaws Sprint Car Series and a sponsor of 4-time World of Outlaws Series champion Donny Schatz.

STP

        Even more than Armor All, the STP brand has been associated with a rich heritage in the auto enthusiast and auto racing scene since the 1950s. STP has backed drivers attempting to break the world land speed record and has been associated with some of the most famous names in motorsports including Andy Granatelli, Mario Andretti, Richard Petty, Al Unser and Alex Zandari. The brand sponsored Richard Petty for 30 years until 2001. Subsequently, Petty has maintained a personal services contract with STP and has been the voice of the brand to both customers and in consumer communication. STP's longstanding support of motorsports figures has had a meaningful impact on consumers and has fostered compelling brand loyalty, making it the most recognized additives brand. The brand had been supported more modestly from a consumer communications perspective over the last several years under Clorox ownership. However, in 2011, the brand returned to a more substantial presence in motorsports with sponsorship of the famous #43 car (formerly driven by Richard Petty) in the NASCAR Sprint Cup Series, title sponsorship of the STP 400 NASCAR Sprint Cup race in Kansas City and the STP 300 NASCAR Nationwide Series race in Chicago. The brand also assumed sponsorship of Championship Funny Car driver Tony Pedregon in the NHRA drag racing series and, along with Armor All, sponsorship of both the World of Outlaws Sprint Car Series and 4-time champion Sprint Car driver Donny Schatz. In addition to the increased presence in motorsports, STP will also return to television advertising in 2012 for the first time in eight years with its "Left Lane" and "Stop Sign" campaigns.

Distributor / retailer marketing and consumer behavior

        We also reach customers through our distributors, providing print ads, point of sale, promotional materials and digital assets—all with the focus on reaching the DIY audience. Shelving is extremely important in the marketing of the product and in attracting consumers who are already in the store. Premium brands are typically found on the upper shelves, mid-tier brands at eye-level and value brands on the lower shelves. In smaller set sizes, only one brand representation per price tier is feasible; in appearance and fuel additives, Armor All and STP are the leading mid-tier brands, respectively, which insures distinction across a variety of set configurations. We believe this explains our success in gaining extensive distribution outside of the automotive channel with mass, food and drug retailers, while some of our competitors have found that more challenging.

        Based on consumer research we have conducted, we believe that decisions about what type of appearance and performance product to buy is typically made before arriving in-store, but over 70% of brand purchase decisions are ultimately made at shelf. Less than 7% of consumers look for breadth of assortment, but 43% look for brands they trust. The average auto shopper buys products at three different retailers annually and chooses where to shop based on convenience, ease, value and product selection.

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        Because shoppers often use price as a proxy for a given product's value and potential benefit, we use clear brand identity and differentiation which allows our products to determine optimal shelf placement and help drive the consumer's decision making process when at the shelf.

        We are also very active in providing CAS and management for our customers. By sharing its expertise for assortment, merchandising, pricing and shelving, we help the retailers grow their overall appearance and performance products business. In addition to strengthening our overall retailer relationships, providing these services leads to "clean" and well-planned shelving, which favors key brands like Armor All and STP.

Raw materials

        We rely upon a limited base of suppliers for the primary components and raw materials for our products. Our primary components and raw materials include resin-based packaging, silicone and petroleum-based products, which are manufactured from commodities that are subject to market price changes. The availability of these components and raw materials is affected by a variety of supply and demand factors, including global market trends, including the cost of petroleum-based products, plant capacity decisions and natural disasters. We expect these components and raw materials to continue to be readily available in the future.

Research and development

        We recognize the importance of innovation and renovation to our long-term success and are focused on and committed to research and new product development activities. Our product development team engages in consumer research, product development, current product improvement and testing activities, and also leverages our development capabilities by partnering with a network of outside resources including our current and prospective outsource suppliers.

Seasonality

        We have historically achieved our highest sales levels during the period from March-June. This pattern is largely reflective of our customers' seasonal purchasing patterns, as well as the timing of our promotional activities. Weather can also influence consumer behavior, especially for appearance products. Our products sell best during warm, dry weather, but perform less strongly if weather is cold and wet.

Manufacturing

        Manufacturing is heavily focused on mixing, filling, and packaging as ingredients are purchased in varied finished states. For Armor All, we manufacture in-house or purchase bottles and fill them with products made primarily from two silicone greases, which are blended with various other ingredients. For STP, we blow the bottles internally and mix the core cleaning additives packages with jet fuel. Aerosols and wipes are co-packed.

        We rely on two manufacturing facilities for our molding, packaging and distribution needs. The Painesville, Ohio facility is a 100,000 square foot facility situated on approximately 6 acres and is the global supplier of Armor All and STP protectants, fuel and oil additives. The Wales, U.K. plant, consisting of a 50,000 square foot production unit and 30,000 square foot warehouse unit, satisfies manufacturing needs in Europe. Our major suppliers are located in the United States and Europe, relatively close to the respective plants. Labels are sourced from six suppliers, bottles from four suppliers, wipes pre-blend from one supplier and silicone, corrugate and jet fuel each come from one primary and one secondary supplier, although alternative sourcing is widely available. We also have relationships with 13 primary co-packers and three secondary co-packers.

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Intellectual property

        Most of our brand name consumer products are protected by registered trademarks. As of December 31, 2011, we owned 1,106 trademark registrations and applications, and 65 domain name registrations, around the world, some of which are of material importance to our business. Maintenance of brand equity value is critical to our success. We take steps to maintain and protect our trademarks and pursue apparent infringements of our trademarks wherever we think the infringement could have a material adverse impact on our business. We have 43 patents and patent applications, some of which are material to our business. We are not currently engaged in any material intellectual property litigation, nor are there any material intellectual property claims pending either by or against us.

Competition

        The markets for auto care products are highly competitive. Most of our products compete with other widely-advertised brands and with "private label" brands, which typically are sold at lower prices. We also encounter competition from similar and alternative products, many of which are produced and marketed by major multinational or national companies. Some of our competitors are larger and have greater financial resources than we do. Our products generally compete on the basis of product performance, brand recognition, price, value, quality or other benefits to consumers. Newly introduced consumer product (whether improved or newly developed) usually encounters intense competition requiring substantial expenditures for advertising, sales promotion and trade merchandising. If a product gains consumer acceptance, it normally requires continued advertising and promotional support and ongoing product improvement to maintain its relative market position.

Government regulation

        For further details regarding the impact of government regulations on us, see "Rick Factors—Risks related to our business—Compliance with environmental law and other government regulations could impose material costs" and "Risk factors—Risks related to our business—Operations outside the United States expose us to uncertain conditions and other risks in international markets."

Environmental matters

        We are subject to various federal, state and local environmental regulations. Compliance with applicable environmental regulations is not believed to have a material effect on our capital expenditures, financial condition, results of operations or competitive position. However, increased focus by United States and overseas governmental authorities on environmental matters is likely to lead to new governmental initiatives, particularly in the area of climate change. To the extent that these initiatives cause an increase in our supplies or distribution costs, they may impact our business both directly and indirectly. Furthermore, climate change may exacerbate adverse weather conditions, which could adversely impact our operations or increase our costs in ways which we cannot predict at this time. For more information, see "Risk factors—Compliance with environmental law and other government regulations could impose material costs."

Employees

        As of December 31, 2011, we employed approximately 208 employees. None of our employees are covered by collective bargaining agreements. We consider our relationship with our employees to be good.

Legal proceedings

        We are involved from time to time in various legal proceedings, regulatory investigations and claims incident to the normal conduct of business, which may include proceedings that are specific to

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us and others generally applicable to business practices within the industries in which we operate. A substantial legal liability or a significant regulatory action against us could have an adverse effect on our business, financial condition and on the results of operations in a particular quarter or year. As of December 31, 2011, we had no material ongoing litigation, regulatory or other proceedings and had no knowledge of any investigations by governmental or regulatory authorities in which we are a target that could have a material adverse effect on our current business.

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MANAGEMENT

        The following table sets forth the names, ages and positions of the executive officers and directors of our Parent and Armored AutoGroup, as of January 1, 2012. Armored AutoGroup Parent Inc. ("Parent") is our ultimate parent company, and the Board of Directors of Parent (the "Board of Directors") is the primary board that takes action with respect to our business and strategic planning.

Name	Age		Position
David P. Lundstedt		59	Chairman, President and Chief Executive Officer
J. Andrew Bolt		54	Executive Vice President, Chief Financial Officer
Guy J. Andrysick		50	Executive Vice President, Sales and Marketing
David F. Burgstahler		43	Director
David Durkin		43	Director
Charles McIlvaine		46	Director
Allen Yurko		60	Director

David P. Lundstedt is the Chairman and a member of our Board of Directors and President and Chief Executive Officer, a position he has held since November 2010. Prior to joining us, Mr. Lundstedt was president of Sun Products (a merger of Huish detergents and the Unilever North American laundry business) from September 2008 to January 2010. From February 2008 to September 2008, he served as President and Chief Executive Officer of Huish Detergents. Mr. Lundstedt has had a 31-year career in the automotive aftermarket industry, including serving as President of the Consumer Products division of Honeywell International from 1997 to 2007 and as President and CEO of Prestone Products Corporation from 1994 to 1997. He serves on the board of directors of Consolidated Container Corporation and AireDock Systems. Mr. Lundstedt graduated with a Bachelor degree in Business-Marketing from the University of Illinois. Mr. Lundstedt was chosen as Chairman of Parent's and our Board of Directors because of his extensive experience in the consumer products industry in senior positions. His prior leadership roles at consumer products companies provides him with key experience in the consumer products industry and contributes to his ability to make strategic decisions with respect to our business.

J. Andrew Bolt is Executive Vice President and Chief Financial Officer, a position he has held since August 2011. From November 2000 to December 2010, Mr. Bolt served as Executive Vice President and Chief Financial Officer of American Safety Razor Company, a privately-held global wet shaving razor and blade manufacturer based in Cedar Knolls, NJ. American Safety Razor filed for Chapter 11 bankruptcy protection in July 2010 and was purchased by Energizer Holdings Inc. in November 2010. Mr. Bolt also held chief financial officer and other senior financial positions with Maple Leaf Foods USA Inc. and Maple Leaf Bakery Inc., US subsidiaries of a publicly-traded Canadian food company, Bidermann Industries, Inc., a privately- held apparel business in New York, NY and with Federal Resources Corporation, a publicly-traded manufacturing, retail consumer and natural resources business in New York, NY. He holds a B.S. in Business Administration (Accounting) from Auburn University and M.A. in Accounting from The University of Alabama.

Guy J. Andrysick is Executive Vice President of Sales & Marketing, a position he has held since January 2011. Prior to joining us, Mr. Andrysick was Senior Vice President for Honeywell's Consumer Products Group, a division of Honeywell International Inc. Mr. Andrysick joined the division of AlliedSignal that ultimately became Honeywell's Consumer Products Group in 1997. At Honeywell, Mr. Andrysick managed approximately 150 employees and was responsible for the marketing and sales of its automotive aftermarket products brands including Prestone ®, Fram ® and Autolite ®. He holds a B.S. in Business Administration from Wake Forest University.

David F. Burgstahler is a Director and the Chairman of our Compensation Committee. He was a founding partner of Avista in 2005 and, since 2009, has been President of Avista. Prior to forming

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Avista, he was a partner of DLJ Merchant Banking ("DLJMB"). He was at DLJ Investment Banking from 1995 to 1997 and at DLJMB from 1997 through 2005. Prior to that, he worked at Andersen Consulting (now known as Accenture) and McDonnell Douglas (now known as Boeing). He currently serves as a Director of Lantheus Medical Imaging, ConvaTec, INC Research Holdings, Inc., Navilyst Medical, Inc., Visant Corporation and WideOpenWest, LLC. He previously served as a Director of a number of public and private companies, including Warner Chilcott plc and BioReliance Holdings, Inc.. He holds a Bachelor of Science in Aerospace Engineering from the University of Kansas and an M.B.A. from Harvard Business School. Mr. Burgstahler was chosen as a Director of Parent because of his strong finance and management background, with over 17 years in banking and private equity finance. He has extensive experience serving as a director for a diverse group of private and public companies.

David Durkin is a Director and the Chairman of our Audit Committee. He was a founding partner of Avista in 2005. Prior to forming Avista, Mr. Durkin was a partner of DLJMB. Mr. Durkin was at DLJ Investment Banking from 1996 to 2000 and DLJMB from 2000 to 2005. Prior to joining DLJ Investment Banking, Mr. Durkin worked as a public accountant for Arthur Andersen where he achieved the designation of CPA. Mr. Durkin currently serves as a Director of Anthony International, IWCO and Merrill Corporation. He previously served as a Director of Arcade Marketing, Frontier Drilling ASA, MGM, Prometheus Laboratories and Seabulk International. Mr. Durkin received a B.A. in Economics from Stanford University and an M.B.A. from The Wharton School. Mr. Durkin was chosen as a Director of Parent because of his strong finance, accounting and management background, with over 15 years in investment banking, and his experience serving as director of public and private companies.

Charles McIlvaine is a Director and member of our Audit Committee. He joined Avista in January 2011 as an Industry Executive. Mr. McIlvaine also provides the Company with consulting services, principally in the area of corporate development. Prior to joining Avista, Mr. McIlvaine served as Co-Global Group Head of the investment banking Consumer Group for Deutsche Bank since 2006 and prior to that was a senior member of J.P. Morgan's Global Consumer Group in its investment bank. Mr. McIlvaine has a B.A. from Duke University and an M.B.A. from The Wharton School. Mr. McIlvaine was chosen as a director of Parent because of his strong finance and management background, with over 20 years in investment banking.

Allen Yurko is a Director and member of our Compensation Committee. He joined Avista in July 2010, where he is an Industrials Industry Executive, focused on investing in growth oriented industrial and business services companies. Prior to joining Avista, Mr. Yurko was an Industrial Partner at DLJMB from May 2007 to June 2010. From February 2002 to May 2007, he worked at Compass Partners, where he served as an Operating Partner and Director. Mr. Yurko was also the Chairman of three successful Compass Partners buy-outs; SSD Drives plc, FlaktWoods Ag, and Eco Group SpA. Mr. Yurko's public company career spans nearly 25 years, including early management positions with Eaton Corporation and Joy Manufacturing Company in the United States. His prior experience includes serving as Chief Executive Officer of both UK Industrials Group Siebe plc (London) and Invensys plc. He has served as a Director of 21 other public and private companies in 7 different countries and is currently Chairman of the board of directors of Anthony International and on the Board of Directors at Guala Closures SpA. Mr. Yurko holds a Bachelors of Business from Lehigh University and an M.B.A. from Baldwin-Wallace College. Mr. Yurko was chosen as a Director of Parent because of his extensive experience as an operator of a variety of industrial businesses, many of which had consumer-facing components. He also has valuable financial experience after having served as the CFO and in other finance roles at several companies.

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Board of Directors

        The Board of Directors is responsible for the management of our business. The Board of Directors is comprised of five directors. Pursuant to the Stockholders Agreement described in "Item 13—Certain Relationships and Related Transactions, and Director Independence—Transactions with Related Persons—Stockholders Agreement," Avista has the right to determine the number of directors on the Board of Directors and to appoint a majority of the members serving on the Board of Directors. Our then-current Chief Executive Officer shall also serve as a member of the Board of Directors. Messrs. Burgstahler, Durkin, McIlvaine and Yurko were appointed by Avista pursuant to the Stockholders Agreement.

        Although not formally considered by the Board of Directors because our securities are not registered or traded on any national securities exchange, we do not believe that any of our directors would be considered independent for either Board of Directors or Audit Committee purposes based upon the listing standards of the New York Stock Exchange as a result of their relationships with Avista, which, through certain entities, controls approximately 99.3% of Parent's issued and outstanding capital stock, as described further under "Security Ownership of Certain Beneficial Owners and Management—Principal Stockholders," and other relationships with us, as described further under "Certain Relationships and Related-Party Transactions."

Board Committees

        The Audit Committee is composed of Messrs. Durkin and McIlvaine. In light of our status as a closely held company and the absence of a public trading market for our common stock, the Board of Directors has not designated any member of the Audit Committee as an "audit committee financial expert." The Compensation Committee is composed of Messrs. Burgstahler and Yurko.

Code of Ethics

        We have adopted a code of conduct and ethics for all of our employees, including our principal executive, financial and accounting officers and our controller, or persons performing similar functions, and each of the non-employee directors on our Board of Directors.

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

        The following Compensation Discussion and Analysis describes the material elements of compensation for our most highly compensated executive officers as of December 31, 2011 (collectively our named executive officers). The specific amounts paid or payable to our named executive officers are disclosed in the tables and narrative following this Compensation Discussion and Analysis. We also describe compensation actions taken for fiscal year 2011 and current expectations about future compensation program decisions to the extent that such discussion enhances the understanding of our executive compensation program.

        The Compensation Committee is generally charged with the oversight of our executive compensation program. The Compensation Committee is composed of Messrs. Burgstahler and Yurko. Responsibilities of the Compensation Committee include the review and approval of the following items:

•

executive compensation philosophy and policy;

•

compensation arrangements for executive management;

•

design and administration of the annual incentive plan;

•

design and administration of our equity incentive plans;

•

executive benefits; and

•

any other compensation or benefits related items deemed appropriate by the Compensation Committee.

        In addition, the Compensation Committee considers the proper alignment of executive pay with our values and strategy by overseeing executive compensation policies, measuring and assessing corporate performance and taking into account our Chief Executive Officer's performance assessment of our company. While the Compensation Committee has not historically used the services of independent compensation consultants, it may retain such services in the future to assist in the strategic review of programs and arrangements relating to executive compensation and performance.

        The following executive compensation discussion and analysis describes the principles underlying our executive compensation policies and decisions including material elements of compensation for our named executive officers. Our named executive officers for 2011 were:

•

David P. Lundstedt, Chairman, President and Chief Executive Officer

•

J. Andrew Bolt, Executive Vice President, Chief Financial Officer

•

Derek Gordon, Executive Vice President, President of North America

•

Guy J. Andrysick, Executive Vice President, Sales and Marketing

•

Frank Judge, Vice President, General Counsel and Secretary

        On December 31, 2011, Mr. Gordon resigned as our Executive Vice President, President of North America.

Compensation Philosophy and Objectives

        The core philosophy of our executive compensation program is to promote and reward leadership, performance and commitment of our executives in order to support our primary objective of offering consumers compelling appearance and performance products within the automotive aftermarket while enhancing our long-term value to our stockholders.

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        Specifically, the Compensation Committee believes the most effective executive compensation program for all executives, including named executive officers:

•

reinforces our strategic initiatives;

•

aligns the economic interests of our executives with those of our stockholders; and

•

encourages attraction and long-term retention of key contributors.

        The Compensation Committee considers the following factors when determining compensation for our executive officers, including our named executive officers:

•

the requirements of any applicable employment agreements;

•

the executive's individual performance during the year;

•

his or her projected role and responsibilities for the coming year;

•

his or her actual and potential impact on the successful execution of our strategy;

•

recommendations from our Chief Executive Officer and any independent compensation consultants, if used;

•

an officer's prior compensation, experience, and professional status;

•

internal pay equity considerations; and

•

employment market conditions and compensation practices within our peer group.

        The weighting of these and other relevant factors is determined on an individual basis for each executive upon consideration of the relevant facts and circumstances.

        The Compensation Committee is committed to a strong, positive link between our objectives and our compensation practices. Our compensation philosophy also allows for flexibility in establishing executive compensation based on an evaluation of information prepared by management or other advisors and other objective and subjective considerations deemed appropriate by the Compensation Committee, subject to any contractual agreements with our executives. This flexibility is important to ensure our compensation programs are competitive and that our compensation decisions appropriately reflect the unique contributions and characteristics of our executive officers.

Employment Agreements and Arrangements

        The only named executive officer for which we have an employment agreement is Mr. Lundstedt.

        The term of the employment agreement is two years following the Acquisition, with automatic extensions for one-year periods unless either Mr. Lundstedt or we elect not to renew. Pursuant to the employment agreement, so long as Mr. Lundstedt continues to serve as our Chief Executive Officer and Chairman of our Board of Directors, he will receive $650,000 in annual base salary, subject to any increases in base salary as may be determined from time to time in the sole discretion of the Compensation Committee of our Board of Directors. In addition, Mr. Lundstedt shall be eligible to receive an annual bonus award of at least 75% of his base salary based upon the achievement of certain performance targets. Mr. Lundstedt is also eligible to participate in our health, life and disability insurance, and retirement and fringe employee benefit plans on the same basis as those benefits are generally made available to our other senior executives.

        If we terminate Mr. Lundstedt with cause, Mr. Lundstedt resigns without good reason or Mr. Lundstedt elects not to renew the employment agreement, then he will be entitled to receive his base salary through the date of termination and reimbursement for any unreimbursed business expenses properly incurred by Mr. Lundstedt prior to termination, so long as these claims are submitted within

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30 days of termination. In the event of Mr. Lundstedt's resignation without good reason, he will also be entitled to such vested or accrued employee benefits as to which he is entitled under our employee benefit plans.

        If Mr. Lundstedt's employment terminates as a result of his death or if we terminate Mr. Lundstedt due to his physical or mental illness, injury or infirmity which is reasonably likely to prevent or prevents him from performing his essential job functions for 90 consecutive calendar days or an aggregate of 120 calendar days out of any consecutive twelve month period, then Mr. Lundstedt or his estate will be entitled to receive: (a) his base salary through the date of termination; (b) reimbursement for any unreimbursed business expenses properly incurred; (c) any vested or accrued employee benefits as to which he is entitled under our employee benefit plans; (d) the portion of his target annual bonus that has been earned but not paid for any fiscal year that ended prior to the date of termination; and (e) the pro-rata portion of his annual bonus for the fiscal year in which his employment was terminated based on actual results for such fiscal year payable at the same time bonuses are paid to our other senior executives.

        If we terminate Mr. Lundstedt without cause, Mr. Lundstedt resigns with good reason or we elect not to renew the employment agreement, then he will be entitled to receive: (a) his base salary through the date of termination; (b) reimbursement for any unreimbursed business expenses properly incurred; (c) any vested or accrued employee benefits as to which he is entitled under our employee benefit plans; (d) the portion of his target annual bonus that has been earned but not paid for any fiscal year that ended prior to the date of termination; (e) the pro-rata portion of his annual bonus for the fiscal year in which his employment was terminated based on actual results for such fiscal year payable at the same time bonuses are paid to our other senior executives; (f) subject to Mr. Lundstedt's continued compliance with the non-competition, non-solicitation and confidentiality clauses within his employment agreement, continued payment of his base salary in accordance with our normal payroll practices for a period equal to the longer of two years following the Acquisition or twelve months following the date of termination; and (g) for a period equal to the longer of two years following the Acquisition or twelve months following the date of termination, continued life insurance and group medical coverage for Mr. Lundstedt and his eligible dependents upon the same terms as provided to our other senior executive officers and at the same coverage levels, except that such coverage shall cease upon Mr. Lundstedt becoming employed by another employer and eligible for life insurance and/or medical coverage with such other employer. Mr. Lundstedt shall only be entitled to receive the benefits described above in clause (d), (e), (f) and (g) to the extent that he executes an effective general release of claims against us.

Elements of Compensation

        Our compensation program is heavily weighted towards performance based compensation, reflecting our philosophy of increasing our long-term value and supporting strategic imperatives, as discussed above. Total compensation and other benefits consist of the following elements:

•

base salary;

•

annual non-equity incentive compensation;

•

long-term equity incentives in the form of stock options; and

•

a 401(k) qualified defined contribution plan with a dollar-for-dollar (100%) employer match, up to $1,000 per year, and a contribution of 10% of pay to the plan to all eligible U.S.-based employees.

        We do not offer a defined benefit pension plan. The Compensation Committee supports a competitive employee benefit package, but does not support executive perquisites or other supplemental programs targeted to executives.

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Base Salary

        Base salaries are intended to provide reasonable and competitive fixed compensation for regular job duties and are established by the Chief Executive Officer in consultation with the Compensation Committee for key executive hires. The level of compensation for any individual is influenced by what similarly situated officers of similarly sized consumer products companies are paid and also recognizes the level of responsibility associated with the position the executive is assuming, the experience level of the employee and other subjective factors.

        In 2010, the annualized base salaries of Messrs. Lundstedt, Gordon and Judge were $650,000, $ 330,000 and $275,000, respectively.

Annual Cash Incentive Compensation

        In calendar year 2010, Clorox entered into retention agreements with certain of our employees. 25% of the compensation under these agreements was paid in November 2010 and the remaining 75% was paid in February 2011. In addition, we implemented a transitional incentive compensation plan for employees who were eligible for a bonus under the Clorox Incentive Bonus Plan for Clorox's fiscal year ending June 30, 2011, but did not receive compensation through a retention agreement with Clorox. Payments under this program represent 50% of annual target incentive compensation for these employees under our 2011 Incentive Bonus Plan and was paid in July 2011.

        On February 16, 2011, the Compensation Committee approved an Incentive Bonus Plan for our employees. The purpose of the Incentive Bonus Plan is to annually recognize and reward employees for their contribution to the performance and overall increased profitability and growth of the company. It provides rewards and recognition based on achievement of the company's designated annual financial targets. An employee's capacity for their position to measurably impact the success of the organization in their job position is a criterion for the level of participation in the plan. Bonus levels are set as a percentage of base salary and are established based upon the scope of an individual's job (the "Target"). The Chief Executive Officer makes the final determination of participant eligibility.

        The primary measurement used to determine bonus awards is consolidated Earnings Before Interest, Tax, Depreciation and Amortization ("EBITDA"). All participants will have a minimum of 50% of their bonus based on EBITDA. Based on position responsibilities, individual plan design may also contain additional target metrics. EBITDA may be adjusted by the Board of Directors to exclude the impact of non-recurring items.

        Each year, the Compensation Committee will approve a Base Business Plan and a Stretch Business Plan for EBITDA. The Chief Executive Officer will approve the Base Business Plan and Stretch Business Plan targets for any other target metrics. All performance targets will be established no later than ninety days following the commencement of the applicable fiscal year. Financial performance metrics (EBITDA and other financial metrics, if applicable) will be weighted based on job responsibility and scope. Annually, the Chief Executive Officer will approve the weighting of these metrics for all program participants.

        The Company will use the approved Base Business Plan and Stretch Business Plan targets to determine the incremental amount of EBITDA dollar growth required for an additional one percent increase in bonus payout above the Base Business Plan EBITDA. Other financial metrics used for bonus calculation will work in a similar fashion.

        The Compensation Committee must approve the proposed bonus payout subsequent to the finalization of year-end results. Bonus awards will be paid within a reasonable period of time following such approval. Payment of any bonus amount related to performance in excess of the Stretch Business Plan or 200% of a target bonus in a given year will be deferred until the next year. The deferred bonus will be deemed earned in the subsequent year if the Company achieves at least 90% of the actual Base

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Business Plan EBITDA from the prior year. If the deferred bonus is earned, it will be paid in conjunction with the subsequent year bonus or as approved by the Compensation Committee. If the subsequent year of EBITDA is less than 90% of the prior year's actual EBITDA, the deferred portion of the prior year's bonus is forfeited. Deferred bonuses will earn interest at the Company's cash balance floating interest rate.

Long-Term Equity Incentive Awards

        In connection with the Acquisition, the Board of Directors approved and adopted the 2010 Equity Incentive Plan (the "2010 Equity Plan"), which allows grants of options, stock appreciation rights, restricted stock, dividend equivalents or other stock-based awards of Parent. As determined by our Compensation Committee, non-employee directors, officers and employees of, and consultants to us and our subsidiaries will be eligible for grants under the 2010 Equity Plan. The purpose of the 2010 Equity Plan is to:

•

promote our long-term financial interests and growth by attracting and retaining management and other personnel and key service providers with the training, experience and abilities to enable them to make substantial contributions to the success of our business;

•

motivate management personnel by means of growth-related incentives to achieve long range goals; and

•

further the alignment of interests of participants with those of our stockholders through opportunities for increased stock or stock-based ownership in us.

        Although we look at competitive long-term equity incentive award values when assessing our compensation programs, we do not make annual executive option grants because, following the Acquisition, we issued large upfront stock option grants that vest over time and with the achievement of certain performance goals in lieu of annual grants. The Compensation Committee believes these stock option grants establish performance objectives and incentives and help align our executives' interests with the interests of the stockholders in fostering long-term value. They also motivate sustained increases in our financial performance and help ensure that the investors have received an appropriate return on their invested capital before executive officers receive significant value from these options.

        The maximum number of Parent shares available for issuance under the 2010 Equity Plan is 26,500,000 which may be either authorized and unissued shares or shares held in or acquired for our treasury. In general, if awards under the 2010 Equity Plan for any reason are cancelled, forfeited, expired or terminated, shares covered by such awards will be available for the grant of awards under the 2010 Equity Plan.

        The Compensation Committee has full authority to administer and interpret the 2010 Equity Plan, including the power to determine the form, amount and other terms and conditions of awards. Awards granted under the 2010 Equity Plan will be evidenced by award agreements (which need not be identical) that provide additional terms, conditions, restrictions and/or limitations covering the grant of the award. Except as otherwise provided in the applicable award agreement, a participant has no rights as a stockholder with respect to shares covered by any award until the participant becomes the record holder of such shares. The Compensation Committee, in its sole discretion, may provide in an award agreement that such award is subject to cancellation, in whole or in part, due to violation of covenants relating to non-competition, non-solicitation, non-disclosure and certain other activities that conflict with, or are adverse to, our interests. Notwithstanding any other provision of the 2010 Equity Plan, the Board of Directors may at any time amend any or all of the provisions of the 2010 Equity Plan, or suspend or terminate it entirely, retroactively or otherwise, subject to certain limitations. Awards granted under the 2010 Equity Plan are generally non-transferable (other than by will or the laws of

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descent and distribution) except that the Compensation Committee may provide for the transferability awards to certain family members and related trusts, partnerships and limited liability companies.

        In 2010, the Compensation Committee approved grants of options to Messrs. Lundstedt, Gordon and Judge under the 2010 Equity Plan. In 2011, the Compensation Committee approved grants of options to Messrs. Bolt and Andrysick under the 2010 Equity Plan. The options have an exercise price equivalent to fair market value on the date of grant. Since our common stock is not currently traded on a national securities exchange, fair market value is determined reasonably and in good faith by the Board of Directors.

        Generally, the options have a ten-year term and are subject to vesting that is either based on the passage of time (the "Time Vesting Options") or performance targets based on returns achieved by our equity investors (the "Performance Vesting Options"). The combination of Time Vesting Options and Performance Vesting Options is designed to compensate our executive officers, including our named executive officers, for their long-term commitment to us. They are also designed to motivate sustained increases in our financial performance and help ensure that the investors have received an appropriate return on their invested capital before executive officers receive significant value from these options.

        The Time Vesting Options are granted to aid in retention. Consistent with this goal, the Time Vesting Options granted to Messrs. Lundstedt and Gordon vest ratably on the grant date over the following five years are subject to forfeiture or acceleration upon the occurrence of certain events. The Performance Vesting Options are intended to motivate the realization of financial returns in line with our equity investors' expectations. As such, our Performance Vesting Options vest upon the achievement of certain financial return targets for our equity investors.

        For additional information concerning the options awarded in 2011, see "—Summary Compensation Table" and "—Outstanding Equity Awards at 2011 Fiscal Year-End."

Other Benefits

Retirement Plans

        In order to attract, retain and pay market levels of compensation, we aim to provide benefits to our named executive officers that are consistent with market practices. We offer a 401(k) qualified defined contribution retirement plan for U.S.-based employees, including named executive officers, with a dollar-for-dollar employer match, up to $1,000 per year on any pre-tax or Roth 401(k) contributions. In addition, we may make additional payments to eligible employees under a profit sharing program. Retirement benefits outside the U.S. offer an employer contribution, with contributions varying by country.

Personal Benefits

        In connection with the Acquisition, we reimbursed Mr. Lundstedt for the legal costs associated with negotiating his employment agreement.

Ownership Guidelines

        In the event of exercise of an option grant, the resulting shares of Parent that are issued are subject to the provisions of the Stockholders Agreement which, among other things, restricts the transferability of such shares in order to ensure alignment with our equity investors. We do not maintain formal ownership guidelines.

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Severance and Change in Control Benefits

        As noted above, Mr. Lundstedt has entered into an employment agreement which details, among other things his rights upon a termination of employment in exchange for non-competition, non-solicitation and confidentiality covenants. See "—Potential Payment Upon Termination or Change in Control."

        We believe that reasonable severance benefits are appropriate in order to be competitive in our executive retention efforts. These benefits reflect the fact that it may be difficult for such executive to find comparable employment within a short period of time. We also believe formalized severance arrangements are at times a competitive requirement to attract the required talent for the role.

Tax and Accounting Implications

        We were not subject to Section 162(m) of the Internal Revenue Code, as amended in 2010. The Compensation Committee will consider the impact of Section 162(m) in the design of its compensation strategies annually. Under Section 162(m), compensation paid to executive officers in excess of $1,000,000 cannot be taken by us as a tax deduction unless the compensation qualifies as performance-based compensation. We have determined, however, that we will not necessarily seek to limit executive compensation to amounts deductible under Section 162(m) if such limitation is not in the best interests of our stockholders. While considering the tax implications of its compensation decisions, the Compensation Committee believes its primary focus should be to attract, retain and motivate executives and to align the executives' interests with those of our stockholders.

        The Compensation Committee operates its compensation programs with the good faith intention of complying with Section 409A of the Internal Revenue Code. We account for stock based payments with respect to our long-term equity incentive award programs in accordance with the requirements of ASC 718.

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Summary Compensation Table

        The following table sets forth certain information with respect to compensation for the years ended December 31, 2011 and 2010 earned by or paid to our named executive officers.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total ($)
David P. Lundstedt		2011	$	650,000		—	$	—	$	—	$	13,263	(5)	$	663,263
Chairman, President and Chief Executive Officer		2010		90,000		—		892,520		—		1,630	(5)		984,150
J. Andrew Bolt(1)		2011		118,750		—		355,100		—		1,292	(6)		475,142
Executive Vice President, Chief Financial Officer		2010		—		—		—		—		—	(6)		—
Derek Gordon(2)		2011		330,000		—		—		—		201,234	(7)		531,234
Executive Vice President, President of North America		2010		45,692		—		360,188		—		182,503	(7)		588,383
Guy J. Andrysick(3)		2011		343,269		—		456,595		—		301,812	(8)		1,101,676
Executive Vice President, Sales and Marketing		2010		—		—		—		—		—			—
Frank Judge		2011		275,000		—		—		—		6,940	(9)		281,940
Vice President, General Counsel and Secretary		2010		26,442		—		135,071		—		16,072	(9)		177,585
Daniel Steimle(4)		2011		225,936		—		365,276		—		93,685	(10)		684,897
Former Executive Vice President and Chief Financial Officer		2010		—		—		—		—		90,000	(10)		90,000

(1)

Mr. Bolt joined the Company on August 16, 2011.

(2)

Mr. Gordon resigned effective December 31, 2011.

(3)

Mr. Andrysick joined the Company on January 1, 2011.

(4)

Mr. Steimle resigned effective September 30, 2011.

(5)

Includes consulting service fees of $650,000 in connection with the Acquisition in the period ended from November 5, 2010 to December 31, 2010; employer contributions to 401(k) plan of $9,167 and $1,000 in the year ended December 31, 2011 and the period from November 5, 2010 to December 2010, respectively; life insurance premiums of $3,096 and $476 in the year ended December 31, 2011 and the period from November 5, 2010 to December 2010, respectively; and credit of $1,000 and $154 for opting out of the Company's medical plan in the year ended December 31, 2011 and the period from November 5, 2010 to December 2010, respectively.

(6)

Includes employer contributions to 401(k) plan of $1,000 in the year ended December 31, 2011 and life insurance premiums of $292 in the year ended December 31, 2011.

(7)

Includes retention bonus of $179,025 in both the year ended December 31, 2011 and the period from November 5, 2010 to December 2010; employer contributions to 401(k) plan of $9,167 in the year ended December 31, 2011, auto allowance of $12,269 and $3,300 in the year ended December 31, 2011 and the period from November 5, 2010 to December 2010, respectively; and life insurance premiums of $773 and $178 in the year ended December 31, 2011 and the period from November 5, 2010 to December 2010, respectively.

(8)

Includes sign-on bonus of $300,000 in the year ended December 31, 2011; employer contributions to 401(k) plan of $1,000 in the year ended December 31, 2011; and life insurance premiums of $812 in the year ended December 31, 2011.

(9)

Includes sign-on bonus of $15,000 in period from November 5, 2010 to December 31, 2010; employer contributions to 401(k) plan of $1,635 and $1,000 in the year ended December 31, 2011 and the period from

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November 5, 2010 to December 31, 2010, respectively; life insurance premiums of $1,161 and $72 in the year ended December 31, 2011 and the period from November 5, 2010 to December 31, 2010, respectively.

(10)

Includes $90,000 of payments to Tatum LLC for consulting services for Mr. Steimle in the period from November 5, 2010 to December 31, 2010; severance payments of $69,231 in the year ended December 31, 2011; relocation and other related reimbursements of $21,588 in the year ended December 31, 2011; life insurance premiums of $1,866 in the year ended December 31, 2011; and employer contributions to 401(k) plan of $1,000 in the year ended December 31, 2011.

Outstanding Equity Awards at 2011 Fiscal Year-End

        The following table includes certain information with respect to options held by the named executive officers as of December 31, 2011.

	Option Awards
Plan Category	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
David P. Lundstedt:
Stock Options		353,333		4,946,667	$	1.00	11/4/2020
J. Andrew Bolt:
Stock Options		—		2,120,000		1.00	11/14/2021
Guy J. Andrysick:
Stock Options		—		2,650,000		1.00	1/31/2021
Frank Judge:
Stock Options		53,000		742,000		1.00	11/21/2020

Option Exercises and Stock Vested in 2011

        The named executive officers did not exercise any options during 2011. We do not offer any stock awards, other than stock options, from which vesting would occur. During the year ended December 31, 2011, 353,333 and 53,000 options granted to Messrs. Lundstedt and Judge vested, respectively.

2011 Pension Benefits

        We do not offer our executives or others a pension plan. Retirement benefits are limited in the U.S. to participation in our 401(k) plan with a dollar-for-dollar (100%) employer match up to $1,000 per year on any pre-tax or Roth 401(k) contributions employer match. In addition, we may make additional payments to eligible employees under a profit sharing program. Retirement benefits outside of the U.S. offer an employer contribution, varying by country.

Potential Payment Upon Termination or Change in Control

        The information below describes and quantifies certain compensation that would become payable under certain named executive officer's employment agreements if, as of December 31, 2011, his employment had terminated or there was a change in control. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts

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paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event.

	Termination with Cause or quit without Good Reason		Termination without Cause or quit with Good Reason		Change in Control		Death or Disability
David P. Lundstedt
Cash Severance Payments(1)	$	—	$	1,200,000	$	—	$	—
Employee benefits(2)		—		—		—		—

(1)

Mr. Lundstedt is entitled to compensation equal to the payment of his base salary for a period equal to the greater of (x) two years following the date of Acquisition or (y) twelve months following the date of termination if he is terminated without cause or quits with Good Reason.

(2)

Mr. Lundstedt is entitled to continued life insurance and group medical coverage for himself and his eligible dependents for a maximum period equal to the greater of (x) two years following the date of Acquisition or (y) twelve months following the date of his termination under certain circumstances.

2010 Equity Plan

        The 2010 Equity Plan and each individual Stock Option Agreement provides for accelerated vesting of both Time Vesting Options and Performance Vesting Options granted under the 2010 Equity Plan upon a change of control if net cumulative cash proceeds received by our investors exceed certain multiples of their initial investment. If such a change in control occurred on December 31, 2011, each named executive officer's unvested Time Vesting Options and Performance Vesting Options would immediately vest and become exercisable. The aggregate dollar value of unvested stock options held by such named executive officer on December 31, 2011 is as follows:

Name	Option Aggregate Dollar Value(1)
David P. Lundstedt	$	—
J. Andrew Bolt		—
Derek Gordon		—
Guy J. Andrysick		—
Frank Judge		—

(1)

The aggregate dollar value is the difference between the fair market value of shares of common stock on December 31, 2010 based upon an internal valuation model and the per share exercise price of each option, multiplied by the number of shares subject to the unvested option. Given the short time elapsed since the closing of the initial transaction, the Company's internal model still values these shares at cost.

Director Compensation

        The compensation paid to Mr. Lundstedt, the Chairman of our Board of Directors, is reported in the Summary Plan Compensation Table as he was paid only as in his capacity as Chairman, President and Chief Executive Officer during 2010 and 2011.

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        Messrs. Burgstahler and Durkin are Partners of Avista and do not receive any direct compensation for their service as Directors. We pay Avista a management fee of $1,000,000 annually pursuant to the Advisory Services and Management Agreement, dated as of November 5, 2010. See "Certain Relationships and Related-Party Transactions—Transactions with Related Persons—Advisory Services and Monitoring Agreement."

        We have engaged Mr. McIlvaine, a Director of the Company and an Industry Executive of Avista, to provide services associated with corporate development and other strategic initiatives on a consulting basis. In 2010 and 2011, the Company paid Mr. McIlvaine $20,000 and $240,000, respectively, pursuant to this arrangement.

        We do not compensate our board members with per meeting fees. Our directors are reimbursed for any expenses incurred in connection with their service. At the closing of the Acquisition, we made one-time payments to Messrs. Lundstedt, Yurko and McIlvaine of $650,000, $750,000 and $400,000, respectively, for services they performed in connection with the Acquisition.

Compensation Committee Interlocks and Insider Participation

        During 2010 and 2011, the members of our compensation committee were Messrs. Burgstahler and Yurko. Mr. Burgstahler is the President of Avista. Mr. Yurko is an Industry Executive of Avista. Avista provides us with advisory services pursuant to an advisory services and monitoring agreement and has entered into other transactions with us. See "Certain Relationships and Related-Party Transactions—Advisory Services and Monitoring Agreement."

Compensation Committee Report

        Our compensation committee has reviewed and discussed the "Compensation Discussion and Analysis" section of this prospectus with our management. Based upon this review and discussion, the compensation committee recommended to the Board of Directors that the "Compensation Discussion and Analysis" section be included in this prospectus on Form S-4.

        Respectfully submitted by the Compensation Committee of the Board of Directors.

David Burgstahler
Allen Yurko

The information contained in the foregoing report shall not be deemed to be "filed" or to be "soliciting material" with the Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, except to the extent that we specifically incorporate it by reference in a filing.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Stockholders

        As of March 15, 2012, Parent indirectly owns all of our issued and outstanding capital stock through its direct subsidiary and our direct parent, Intermediate. Avista Capital Partners II, L.P., Avista Capital Partners (Offshore) II, L.P., Avista Capital Partners (Offshore) II-A, LLP and ACP Viking Co-Invest LLC (together, the "Avista Entities") collectively own approximately 99.3% of Parent's issued and outstanding capital stock. Avista Capital Partners II GP, LLC ultimately exercises voting and dispositive power over the shares held by the Avista Entities. Voting and disposition decisions at Avista Capital Partners II GP, LLC with respect to such shares are made by an investment committee, the members of which are Thompson Dean, Steven Webster, David Burgstahler, David Durkin, Oh Sang Kwon, Robert Cabes and Newton Aguiar. In connection with the Acquisition, certain members of management and the Board of Directors purchased shares of Holdings' common stock equaling approximately 0.7% of Parent's issued and outstanding capital stock.

Securities Authorized for Issuance Under Equity Compensation Plans

        The following table gives information as of December 31, 2011 about the common stock that may be issued under all of our existing equity compensation plans.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders		19,603,750	$	1.01		6,896,250
Equity compensation plans not approved by security holders		—		—		—
Total		19,603,750				6,896,250

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

        Our board of directors is primarily responsible for developing and implementing processes and controls to obtain information from our directors, executive officers and significant shareholders regarding related-person transactions and then determining, based on the facts and circumstances, whether a related person has a direct or indirect material interest in these transactions. Our audit committee is responsible for review, approval and ratification of "related-person transactions" between us and any related person. Under SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing. In the course of its review and approval or ratification of a related-person transaction, the audit committee considers:

•

the nature of the related person's interest in the transaction;

•

the material terms of the transaction, including the amount involved and type of transaction;

•

the importance of the transaction to the related person and to us;

•

whether the transaction would impair the judgment of a director or executive officer to act in our best interest and the best interest of our shareholders; and

•

any other matters the audit committee deems appropriate.

        Any member of the audit committee who is a related person with respect to a transaction under review will not be able to participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the committee that considers the transaction.

        Other than employment agreements and other transactions entered into in connection with the Acquisition as described below, since December 31, 2011, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any related person had or will have a direct or indirect material interest.

Shareholders agreement

        In connection with the Acquisition, Parent entered into a Stockholders Agreement with the Avista Entities and David Lundstedt, Allen Yurko and Charles McIlvaine, as Management Stockholders, dated November 5, 2010 (the "Stockholders Agreement"). The Stockholders Agreement governs the parties' respective rights, duties and obligations with respect to the ownership of Parent's securities including actions that require the approval of the Avista Entities, restrictions on the transferability of Parent's securities, tag-along and drag-along rights and obligations, pre-emptive rights, repurchase provisions, registrations rights or international rights. Each stockholder party thereto must vote their shares and take such actions to ensure that the composition of the Board of Directors is consistent with the terms of the Stockholders Agreement.

Advisory services and monitoring agreement

        In connection with the closing of the Acquisition, we entered into an advisory services and monitoring agreement with Avista Capital Holdings, L.P. ("Avista Capital Holdings"), dated as of November 5, 2010 (the "Advisory Services and Monitoring Agreement"), pursuant to which we paid Avista Capital Holdings a one-time closing fee equal to $13.5 million for the consulting and advisory and monitoring services to us, our subsidiaries and our parent companies, and reimbursed Avista for all of its fees and expenses incurred in connection with the Acquisition. In addition, the agreement provides for the payment of an annual fee equal to $1 million as consideration for ongoing advisory services. To the extent of any future transaction entered into by us or our affiliates, Avista Capital

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Holdings may be entitled to receive an additional fee that is reasonable and customary for the services it provides in connection with such future transaction. In addition, we will pay directly, or reimburse Avista Capital Holdings for, its out-of-pocket expenses in connection with its performance of services under the Advisory Services and Monitoring Agreement.

McIlvaine Consulting Relationship

        We engaged Mr. McIlvaine, a Director of the Company and Industry Executive of Avista, to provide services associated with corporate development and other strategic initiatives on a consulting basis. We paid Mr. McIlvaine $20,000 and $240,000 pursuant to this arrangement in 2010 and 2011, respectively, for these services.

Employment agreement

        In connection with the Acquisition, we entered into an employment agreement with David P. Lundstedt, our Chairman of our Board of Directors, President and Chief Executive Officer. The term of the employment agreement is two years following the Acquisition, with automatic extensions for one-year periods unless either Mr. Lundstedt or we elect not to renew. Pursuant to the employment agreement, so long as Mr. Lundstedt continues to serve as our Chief Executive Officer and Chairman of our Board of Directors, he will receive $650,000 in annual base salary, subject to any increases in base salary as may be determined from time to time in the sole discretion of the Compensation Committee of our Board of Directors. In addition, Mr. Lundstedt shall be eligible to receive an annual bonus award of at least 75% of his base salary based upon the achievement of certain performance targets. Mr. Lundstedt is also eligible to participate in our health, life and disability insurance, and retirement and fringe employee benefit plans on the same basis as those benefits are generally made available to our other senior executives.

        If we terminate Mr. Lundstedt with cause, Mr. Lundstedt resigns without good reason or Mr. Lundstedt elects not to renew the employment agreement, then he will be entitled to receive his base salary through the date of termination and reimbursement for any unreimbursed business expenses properly incurred by Mr. Lundstedt prior to termination, so long as these claims are submitted within 30 days of termination. In the event of Mr. Lundstedt's resignation without good reason, he will also be entitled to such vested or accrued employee benefits as to which he is entitled under our employee benefit plans.

        If Mr. Lundstedt's employment terminates as a result of his death or if we terminate Mr. Lundstedt due to his physical or mental illness, injury or infirmity which is reasonably likely to prevent or prevents him from performing his essential job functions for 90 consecutive calendar days or an aggregate of 120 calendar days out of any consecutive twelve month period, then Mr. Lundstedt or his estate will be entitled to receive: (a) his base salary through the date of termination; (b) reimbursement for any unreimbursed business expenses properly incurred; (c) any vested or accrued employee benefits as to which he is entitled under our employee benefit plans; (d) the portion of his target annual bonus that has been earned but not paid for any fiscal year that ended prior to the date of termination; and (e) the pro-rata portion of his annual bonus for the fiscal year in which his employment was terminated based on actual results for such fiscal year payable at the same time bonuses are paid to our other senior executives.

        If we terminate Mr. Lundstedt without cause, Mr. Lundstedt resigns with good reason or we elect not to renew the employment agreement, then he will be entitled to receive: (a) his base salary through the date of termination; (b) reimbursement for any unreimbursed business expenses properly incurred; (c) any vested or accrued employee benefits as to which he is entitled under our employee benefit plans; (d) the portion of his target annual bonus that has been earned but not paid for any fiscal year that ended prior to the date of termination; (e) the pro-rata portion of his annual bonus for the fiscal

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year in which his employment was terminated based on actual results for such fiscal year payable at the same time bonuses are paid to our other senior executives; (f) subject to Mr. Lundstedt's continued compliance with the non-competition, non-solicitation and confidentiality clauses within his employment agreement, continued payment of his base salary in accordance with our normal payroll practices for a period equal to the longer of two years following the Acquisition or twelve months following the date of termination; and (g) for a period equal to the longer of two years following the Acquisition or twelve months following the date of termination, continued life insurance and group medical coverage for Mr. Lundstedt and his eligible dependents upon the same terms as provided to our other senior executive officers and at the same coverage levels, except that such coverage shall cease upon Mr. Lundstedt becoming employed by another employer and eligible for life insurance and/or medical coverage with such other employer. Mr. Lundstedt shall only be entitled to receive the benefits described above in clause (d), (e), (f) and (g) to the extent that he executes an effective general release of claims against us.

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DESCRIPTION OF OTHER INDEBTEDNESS

        The following is a summary of certain provisions of the instruments evidencing our material indebtedness. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the agreements, including the definitions of certain terms therein that are not otherwise defined in this prospectus.

Credit Facilities

        In connection with the Acquisition, on November 5, 2010, we entered into a credit agreement among Armored AutoGroup Intermediate Inc. (f/k/a Viking Intermediate Inc.), the Company, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Facility"). The Credit Facility was amended on March 16, 2011, whereby certain limitations on the Company's ability to incur indebtedness or liens, or make certain investments were modified to allow the Company more flexibility going forward and the financial maintenance covenants with respect to the amended term loan facility were removed.

        Under the Credit Facility, we incurred a $300.0 million term loan with quarterly principal payments of $750,000 that began on March 31, 2011 and the remaining principal maturing in November 2016. In addition to the term loan, the Credit Facility provides for a secured $50.0 million revolving credit facility (the "Revolver"), which matures in November 2015. An annual commitment fee of 0.75% is charged quarterly based on the average daily unused portion of the Revolver. As of December 31, 2011, there were no amounts outstanding under the $50.0 million Revolver.

Interest Rate

        Borrowings under the Credit Facility bear interest at a rate of, at the election of the Company, either (a) in the case of a Eurodollar loan, LIBOR plus the Applicable Margin or (b) in the case of an ABR loan, the greater of the Prime Rate, the federal funds effective rate plus 0.50%, and the Eurodollar rate plus 1.0%, plus the Applicable Margin; provided that in the case of term loans, at no time shall LIBOR be deemed to be less than 1.75% or ABR less than 2.75%. "Applicable Margin" is equal to 3.25% for all ABR loans and 4.25% for all Eurodollar loans. "Prime Rate" means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City.

Prepayments

        Subject to certain exceptions, the Credit Facility is subject to mandatory prepayments in amounts equal to:

•

100% of the net cash proceeds from any non-ordinary course sale or other disposition of assets (including as a result of casualty or condemnation) by us or any of our restricted subsidiaries in excess of a certain amount and subject to customary reinvestment provisions and certain other exceptions;

•

100% of the net cash proceeds from issuances or incurrences of indebtedness by us or any of our restricted subsidiaries (other than indebtedness permitted by the Credit Facility); and

•

50% (with stepdowns to 25% and 0% based upon achievement of specified total leverage ratios) of our annual excess cash flow and our restricted subsidiaries.

        Voluntary prepayments and commitment reductions are permitted without premium or penalty, subject to minimum amounts and LIBOR breakage costs, as applicable.

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Security guarantees

        Our obligations under the Credit Facility are guaranteed by each of our direct and indirect, existing and future, domestic material restricted subsidiaries. The Credit Facility and any swap agreements and cash management arrangements provided by any lender party to the Credit Facility or any of its affiliates are secured on a first priority basis by a perfected security interest in substantially all of our and each subsidiary guarantor's tangible and intangible assets (subject to certain exceptions), including United States registered intellectual property, owned real property above a value to be agreed and all of the capital stock of the borrower and each of its direct and indirect restricted subsidiaries (limited, in the case of foreign subsidiaries, to 66% of the capital stock of first tier foreign subsidiaries).

Covenants

        The Credit Facility contains a number of customary affirmative and negative covenants that, among other things, limit or restrict our ability and our restricted subsidiaries to:

•

incur additional indebtedness (including guarantee obligations);

•

incur liens;

•

engage in mergers, consolidations, liquidations and dissolutions;

•

sell assets;

•

pay dividends and make other payments in respect of capital stock;

•

make capital expenditures;

•

make acquisitions, investments, loans and advances;

•

pay and modify the terms of certain indebtedness;

•

engage in certain transactions with affiliates;

•

enter into certain sale and leaseback transactions;

•

enter into negative pledge clauses and clauses restricting subsidiary distributions; and

•

change its line of business.

        In addition, the Revolver is subject to specified financial ratios.

Events of default

        The Credit Facility contain customary events of default, including nonpayment of principal, interest, fees or other amounts; material inaccuracy of a representation or warranty when made; violation of a covenant; cross default to material indebtedness; bankruptcy events; certain ERISA events; material judgments; actual or asserted invalidity of any guarantee; non-perfection of security interest; changes in the passive holding company status of our direct parent company; and a change of control. Our ability to borrow under the Credit Facility is dependent on, among other things, our compliance with the above described financial ratios. Failure to comply with these provisions of the Credit Facility (subject to certain grace periods) could, absent a waiver or an amendment from the lenders under such agreement, restrict the availability of the Revolver and permit the acceleration of all outstanding borrowings under the Credit Facility.

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THE EXCHANGE OFFER

        This section of the prospectus describes the exchange offer. Although we believe that the description describes the material terms of the exchange offer, this summary may not contain all of the information that is important to you. You should carefully read this entire document for a complete understanding of the exchange offer.

Purpose of the Exchange Offer

        The exchange offer is designed to provide holders of Old Notes with an opportunity to acquire Exchange Notes which, unlike the Old Notes, will be freely transferable at all times, subject to any restrictions on transfer imposed by state "blue sky" laws and provided that the holder is not our affiliate within the meaning of the Securities Act and represents that the Exchange Notes are being acquired in the ordinary course of the holder's business and the holder is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes.

        The Old Notes were originally issued and sold on November 5, 2010, to the initial purchasers, pursuant to the Purchase Agreement, dated October 29, 2010. The Old Notes were issued and sold in a transaction not registered under the Securities Act in reliance upon Rule 144A and Regulation S under the Securities Act. The Old Notes may not be reoffered, resold or transferred other than (i) to us or our subsidiaries, (ii) to a qualified institutional buyer in compliance with Rule 144A promulgated under the Securities Act, (iii) outside the United States to a non-U.S. person within the meaning of Regulation S under the Securities Act, (iv) pursuant to the exemption from registration provided by Rule 144 promulgated under the Securities Act (if available) or (v) pursuant to an effective registration statement under the Securities Act.

        In connection with the original issuance and sale of the Old Notes, we entered into the Registration Rights Agreement, pursuant to which we agreed to file with the SEC a registration statement covering the exchange by us of the Exchange Notes for the Old Notes, pursuant to the exchange offer. The Registration Rights Agreement provides that we will file with the SEC an exchange offer registration statement on an appropriate form under the Securities Act and offer to holders of Old Notes who are able to make certain representations the opportunity to exchange their Old Notes for Exchange Notes.

        Under existing interpretations by the Staff of the SEC as set forth in no-action letters issued to third parties in other transactions, the Exchange Notes would, in general, be freely transferable after the exchange offer without further registration under the Securities Act; provided, however, that in the case of broker-dealers participating in the exchange offer, a prospectus meeting the requirements of the Securities Act must be delivered by such broker-dealers in connection with resales of the Exchange Notes. We have agreed to furnish a prospectus meeting the requirements of the Securities Act to any such broker-dealer for use in connection with any resale of any Exchange Notes acquired in the exchange offer. A broker-dealer that delivers such a prospectus to purchasers in connection with such resales will be subject to certain of the civil liability provisions under the Securities Act and will be bound by the provisions of the Registration Rights Agreement (including certain indemnification rights and obligations).

        We do not intend to seek our own interpretation regarding the exchange offer, and we cannot assure you that the staff of the SEC would make a similar determination with respect to the Exchange Notes as it has in other interpretations to third parties.

        Each holder of Old Notes that exchanges such Old Notes for Exchange Notes in the exchange offer will be deemed to have made certain representations, including representations that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any person to participate in the distribution (within the meaning

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of the Securities Act) of Exchange Notes and (iii) it is not our affiliate as defined in Rule 405 under the Securities Act, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

        If the holder is not a broker-dealer, it will be required to represent that it is not engaged in, and does not intend to engage in, the distribution of Old Notes or Exchange Notes. If the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes.

Terms of the Exchange Offer; Period for Tendering Outstanding Old Notes

        Upon the terms and subject to the conditions set forth in this prospectus, we will accept any and all Old Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $2,000 principal amount of Exchange Notes in exchange for each $2,000 principal amount of Old Notes accepted in the exchange offer, and any integral multiple of $1,000 in excess thereof. Holders may tender some or all of their Old Notes pursuant to the exchange offer. However, Old Notes may be tendered only in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

        The form and terms of the Exchange Notes are the same as the form and terms of the outstanding Old Notes except that:

        (1)   the Exchange Notes will be registered under the Securities Act and will not have legends restricting their transfer;

        (2)   the Exchange Notes will not contain the registration rights and additional interest provisions contained in the outstanding Old Notes; and

        (3)   interest on the Exchange Notes will accrue from the last interest date on which interest was paid on your Old Notes.

        The Exchange Notes will evidence the same debt as the Old Notes and will be entitled to the benefits of the Indenture.

        Holders of Old Notes do not have any appraisal or dissenters' rights under the Delaware General Corporation Law or the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC.

        We will be deemed to have accepted validly tendered Old Notes when, as and if we have given oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us.

        If any tendered Old Notes are not accepted for exchange because of an invalid tender or the occurrence of specified other events set forth in this prospectus, the certificates for any unaccepted Old Notes will be promptly returned, without expense, to the tendering holder.

        Holders who tender Old Notes in the exchange offer will not be required to pay brokerage commissions or fees or transfer taxes with respect to the exchange of Old Notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See "—Fees and Expenses" and "—Transfer Taxes" below.

        The exchange offer will remain open for at least 20 full business days. The term "expiration date" will mean 5:00 p.m., New York City time, on                    , 2012, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" will mean the latest date and time to which the exchange offer is extended.

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        To extend the exchange offer, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date, we will:

        (1)   notify the exchange agent of any extension by oral notice (promptly confirmed in writing) or written notice, and

        (2)   mail to the registered holders an announcement of any extension, and issue a notice by press release or other public announcement before such expiration date.

        We reserve the right, in our sole discretion:

        (1)   if any of the conditions below under the heading "—Conditions on the Exchange Offer" shall have not been satisfied;

        (a)   to delay accepting any Old Notes;

        (b)   to extend the exchange offer; or

        (c)   to terminate the exchange offer; or

        (2)   to amend the terms of the exchange offer in any manner; provided, however, that if we amend the exchange offer to make a material change, including the waiver of a material condition, we will extend the exchange offer, if necessary, to keep the exchange offer open for at least five business days after such amendment or waiver; provided further, that if we amend the exchange offer to change the percentage of Old Notes being exchanged or the consideration being offered, we will extend the exchange offer, if necessary, to keep the exchange offer open for at least ten business days after such amendment or waiver.

        Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders.

Procedures for Tendering Old Notes Through Brokers and Banks

        Since the Old Notes are represented by global book-entry notes, DTC, as depositary, or its nominee is treated as the registered holder of the Old Notes and will be the only entity that can tender your Old Notes for Exchange Notes. Therefore, to tender Old Notes subject to this exchange offer and to obtain Exchange Notes, you must instruct the institution where you keep your Old Notes to tender your Old Notes on your behalf so that they are received on or prior to the expiration of this exchange offer.

        The letter of transmittal that may accompany this prospectus may be used by you to give such instructions.

YOU SHOULD CONSULT YOUR ACCOUNT REPRESENTATIVE AT THE BROKER OR BANK WHERE YOU KEEP YOUR OLD NOTES TO DETERMINE THE PREFERRED PROCEDURE.

IF YOU WISH TO ACCEPT THIS EXCHANGE OFFER, PLEASE INSTRUCT YOUR BROKER OR ACCOUNT REPRESENTATIVE IN TIME FOR YOUR OLD NOTES TO BE TENDERED BEFORE THE 5:00 PM (NEW YORK CITY TIME) DEADLINE ON                , 2012.

Deemed Representations

        To participate in the exchange offer, we require that you represent to us that:

        (1)   you or any other person acquiring Exchange Notes in exchange for your Old Notes in the exchange offer is acquiring them in the ordinary course of business;

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        (2)   if you are not a broker-dealer, neither you nor any other person acquiring Exchange Notes in exchange for your Old Notes in the exchange offer is engaging in or intends to engage in a distribution of the Exchange Notes within the meaning of the federal securities laws;

        (3)   neither you nor any other person acquiring Exchange Notes in exchange for your Old Notes has an arrangement or understanding with any person to participate in the distribution of Exchange Notes issued in the exchange offer;

        (4)   neither you nor any other person acquiring Exchange Notes in exchange for your Old Notes is our "affiliate" as defined under Rule 405 of the Securities Act; and

        (5)   if you or another person acquiring Exchange Notes in exchange for your Old Notes is a broker-dealer and you acquired the Old Notes as a result of market making activities or other trading activities, you acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes.

BY TENDERING YOUR OLD NOTES YOU ARE DEEMED TO HAVE MADE THESE REPRESENTATIONS.

        Broker-dealers who cannot make the representations in item (5) of the paragraph above cannot use this exchange offer prospectus in connection with resales of the Exchange Notes issued in the exchange offer.

        If you are our "affiliate," as defined under Rule 405 of the Securities Act, if you are a broker-dealer who acquired your Old Notes in the initial offering and not as a result of market making or trading activities, or if you are engaged in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of Exchange Notes acquired in the exchange offer, you or that person:

        (1)   may not rely on the applicable interpretations of the Staff of the SEC and therefore may not participate in the exchange offer; and

        (2)   must comply with the registration and prospectus delivery requirements of the Securities Act or an exemption therefrom when reselling the Old Notes.

        You may tender some or all of your Old Notes in this exchange offer. However, your Old Notes may be tendered only in minimal denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

        When you tender your outstanding Old Notes and we accept them, the tender will be a binding agreement between you and us as described in this prospectus.

        The method of delivery of outstanding Old Notes and all other required documents to the exchange agent is at your election and risk.

        We will decide all questions about the validity, form, eligibility, acceptance and withdrawal of tendered Old Notes, and our reasonable determination will be final and binding on you. We reserve the absolute right to:

        (1)   reject any and all tenders of any particular Old Note not properly tendered;

        (2)   refuse to accept any Old Note if, in our reasonable judgment or the judgment of our counsel, the acceptance would be unlawful; and

        (3)   waive any defects or irregularities or conditions of the exchange offer as to any particular Old Notes before the expiration of the offer.

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        Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of Old Notes as we will reasonably determine. Neither we, the exchange agent nor any other person will incur any liability for failure to notify you or any defect or irregularity with respect to your tender of Old Notes. If we waive any terms or conditions pursuant to (3) above with respect to a noteholder, we will extend the same waiver to all noteholders with respect to that term or condition being waived.

Procedures for Brokers and Custodian Banks; DTC ATOP Account

        In order to accept this exchange offer on behalf of a holder of Old Notes you must submit or cause your DTC participant to submit an Agent's Message as described below.

        The exchange agent, on our behalf will seek to establish an Automated Tender Offer Program ("ATOP") account with respect to the outstanding Old Notes at DTC promptly after the delivery of this prospectus. Any financial institution that is a DTC participant, including your broker or bank, may make book-entry tender of outstanding Old Notes by causing the book-entry transfer of such Old Notes into our ATOP account in accordance with DTC's procedures for such transfers. Concurrently with the delivery of Old Notes, an Agent's Message in connection with such book-entry transfer must be transmitted by DTC to, and received by, the exchange agent on or prior to 5:00 pm, New York City Time on the expiration date. The confirmation of a book entry transfer into the ATOP account as described above is referred to herein as a "Book-Entry Confirmation."

        The term "Agent's Message" means a message transmitted by the DTC participants to DTC, and thereafter transmitted by DTC to the exchange agent, forming a part of the Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC described in such Agent's Message stating that such participant and beneficial holder agree to be bound by the terms of this exchange offer.

        Each Agent's Message must include the following information:

        (1)   Name of the beneficial owner tendering such Old Notes;

        (2)   Account number of the beneficial owner tendering such Old Notes;

        (3)   Principal amount of Old Notes tendered by such beneficial owner; and

        (4)   A confirmation that the beneficial holder of the Old Notes tendered has made the representations for our benefit set forth under "—Deemed Representations" above.

BY SENDING AN AGENT'S MESSAGE THE DTC PARTICIPANT IS DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM NOTE ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF THIS PROSPECTUS.

        The delivery of Old Notes through DTC, and any transmission of an Agent's Message through ATOP, is at the election and risk of the person tendering Old Notes. We will ask the exchange agent to instruct DTC to promptly return those Old Notes, if any, that were tendered through ATOP but were not accepted by us, to the DTC participant that tendered such Old Notes on behalf of holders of the Old Notes.

Acceptance of Outstanding Old Notes for Exchange; Delivery of Exchange Notes

        We will accept validly tendered Old Notes when the conditions to the exchange offer have been satisfied or we have waived them. We will have accepted your validly tendered Old Notes when we have given oral or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us. If we do not accept any tendered Old Notes for exchange by book-entry transfer because of an invalid tender or other valid

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reason, we will credit the Notes to an account maintained with DTC promptly after the exchange offer terminates or expires.

THE AGENT'S MESSAGE MUST BE TRANSMITTED TO EXCHANGE AGENT ON OR BEFORE 5:00 PM, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Withdrawal Rights

        You may withdraw your tender of outstanding Old Notes at any time before 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal to be effective, you should contact your bank or broker where your Old Notes are held and have them send an ATOP notice of withdrawal so that it is received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. Such notice of withdrawal must:

        (1)   specify the name of the person that tendered the Old Notes to be withdrawn;

        (2)   identify the Old Notes to be withdrawn, including the CUSIP number and principal amount at maturity of the Old Notes; and

        (3)   specify the name and number of an account at the DTC to which your withdrawn Old Notes can be credited.

        We will decide all questions as to the validity, form and eligibility of the notices and our determination will be final and binding on all parties. Any tendered Old Notes that you withdraw will not be considered to have been validly tendered. We will promptly return any outstanding Old Notes that have been tendered but not exchanged, or credit them to the DTC account. You may re-tender properly withdrawn Old Notes by following one of the procedures described above before the expiration date.

Conditions on the Exchange Offer

        Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any outstanding Old Notes and may terminate the exchange offer (whether or not any Old Notes have been accepted for exchange) or amend the exchange offer, if any of the following conditions has occurred or exists or has not been satisfied, or has not been waived by us in our sole reasonable discretion, prior to the expiration date:

•

there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission:

        (1)   seeking to restrain or prohibit the making or completion of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result of this transaction; or

        (2)   resulting in a material delay in our ability to accept for exchange or exchange some or all of the Old Notes in the exchange offer; or

        (3)   any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any governmental authority, domestic or foreign; or

•

any action has been taken, proposed or threatened, by any governmental authority, domestic or foreign, that, in our sole reasonable judgment, would directly or indirectly result in any of the

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consequences referred to in clauses (1), (2) or (3) above or, in our sole reasonable judgment, would result in the holders of Exchange Notes having obligations with respect to resales and transfers of Exchange Notes which are greater than those described in the interpretation of the SEC referred to above, or would otherwise make it inadvisable to proceed with the exchange offer; or the following has occurred:

        (1)   any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market; or

        (2)   any limitation by a governmental authority which adversely affects our ability to complete the transactions contemplated by the exchange offer; or

        (3)   a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit; or

        (4)   a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the preceding events existing at the time of the commencement of the exchange offer, a material acceleration or worsening of these calamities; or

•

any change, or any development involving a prospective change, has occurred or been threatened in our business, financial condition, operations or prospects and those of our subsidiaries taken as a whole that is or may be adverse to us, or we have become aware of facts that have or may have an adverse impact on the value of the Old Notes or the Exchange Notes, which in our sole reasonable judgment in any case makes it inadvisable to proceed with the exchange offer and/or with such acceptance for exchange or with such exchange; or

•

there shall occur a change in the current interpretation by the Staff of the SEC which permits the Exchange Notes issued pursuant to the exchange offer in exchange for Old Notes to be offered for resale, resold and otherwise transferred by holders thereof (other than broker-dealers and any such holder which is our affiliate within the meaning of Rule 405 promulgated under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders' business and such holders have no arrangement or understanding with any person to participate in the distribution of such Exchange Notes; or

•

any law, statute, rule or regulation shall have been adopted or enacted which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; or

•

a stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement, or proceedings shall have been initiated or, to our knowledge, threatened for that purpose, or any governmental approval has not been obtained, which approval we shall, in our sole reasonable discretion, deem necessary for the consummation of the exchange offer as contemplated hereby; or

•

we have received an opinion of counsel experienced in such matters to the effect that there exists any actual or threatened legal impediment (including a default or prospective default under an agreement, indenture or other instrument or obligation to which we are a party or by which we are bound) to the consummation of the transactions contemplated by the exchange offer.

        If we determine in our sole reasonable discretion that any of the foregoing events or conditions has occurred or exists or has not been satisfied, we may, subject to applicable law, terminate the exchange offer (whether or not any Old Notes have been accepted for exchange) or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. If such waiver or

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amendment constitutes a material change to the exchange offer, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the Old Notes and will extend the exchange offer to the extent required by Rule 14e-1 promulgated under the Exchange Act.

        These conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions, or we may waive them, in whole or in part, in our sole reasonable discretion, provided that we will not waive any condition with respect to an individual holder of Old Notes unless we waive that condition for all such holders. Any reasonable determination made by us concerning an event, development or circumstance described or referred to above will be final and binding on all parties. Our failure at any time to exercise any of the foregoing rights will not be a waiver of our rights and each such right will be deemed an ongoing right which may be asserted at any time before the expiration of the exchange offer.

Exchange Agent

        Wells Fargo Bank, National Association, has been appointed the exchange agent for the exchange offer. Letters of transmittal and all correspondence in connection with the exchange offer should be sent or delivered by each holder of outstanding Old Notes, or a beneficial owner's commercial bank, broker, dealer, trust company or other nominee, to the exchange agent at the following address and telephone number:

Registered & Certified Mail:	Regular Mail or Courier:	In Person by Hand Only:
Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Services
MAC N9303-121	MAC N9303-121	Northstar East Building—12th Floor
P.O. Box 1517	6th St & Marquette Avenue	608 Second Avenue South
Minneapolis, MN 55480	Minneapolis, MN 55479	Minneapolis, MN 55402
	Or
	By Facsimile Transmission:
	(612) 667-6282
	Telephone:
	(800) 344-5128

        Additionally, any questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal should be directed to the exchange agent. Holders of outstanding Old Notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the exchange offer.

DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

Fees and Expenses

        The principal solicitation is being made by us through DTC. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred in connection with the provisions of these services and pay other registration expenses, including registration and filing fees, fees and expenses of compliance with federal securities and state blue sky securities laws, printing expenses, messenger and delivery services and telephone, fees and disbursements to our counsel, application and filing fees and any fees and disbursements to our independent certified public accountants. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer except for reimbursement of mailing expenses.

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        Additional solicitations may be made by telephone, facsimile or in person by our and our affiliates' officers employees and by persons so engaged by us.

Accounting Treatment

        The Exchange Notes will be recorded at the same carrying value as the existing Old Notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be capitalized and expensed over the term of the Exchange Notes.

Transfer Taxes

        If you tender outstanding Old Notes for exchange you will not be obligated to pay any transfer taxes. However, if you instruct us to register Exchange Notes in the name of, or request that your Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder, you will be responsible for paying any transfer tax owed.

YOU MAY SUFFER ADVERSE CONSEQUENCES IF YOU FAIL TO EXCHANGE OUTSTANDING OLD NOTES.

        If you do not tender your outstanding Old Notes, you will not have any further registration rights, except for the rights described in the Registration Rights Agreement and described above, and your Old Notes will continue to be subject to the provisions of the indenture governing the Old Notes regarding transfer and exchange of the Old Notes and the restrictions on transfer of the Old Notes imposed by the Securities Act and states securities law when we complete the exchange offer. These transfer restrictions are required because the Old Notes were issued under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, if you do not tender your Old Notes in the exchange offer, your ability to sell your Old Notes could be adversely affected. Once we have completed the exchange offer, holders who have not tendered Old Notes will not continue to be entitled to any increase in interest rate that the indenture governing the Old Notes provides for if we do not complete the exchange offer.

Consequences of Failure to Exchange

        The Old Notes that are not exchanged for Exchange Notes pursuant to the exchange offer will remain restricted securities. Accordingly, the Old Notes may be resold only:

        (1)   to us upon redemption thereof or otherwise;

        (2)   so long as the outstanding securities are eligible for resale pursuant to Rule 144A, to a person inside the United States who is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;

        (3)   outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or

        (4)   pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

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Shelf Registration

        The Registration Rights Agreement also requires that we file a shelf registration statement if:

        (1)   we cannot file a registration statement for the exchange offer because the exchange offer is not permitted by law or SEC policy;

        (2)   a law or SEC policy prohibits a holder from participating in the exchange offer;

        (3)   a holder cannot resell the Exchange Notes it acquires in the exchange offer without delivering a prospectus and this prospectus is not appropriate or available for resales by the holder; or

        (4)   a holder is a broker-dealer and holds notes acquired directly from us or one of our affiliates.

        We will also register the Exchange Notes under the securities laws of jurisdictions that holders may request before offering or selling notes in a public offering. We do not intend to register Exchange Notes in any jurisdiction unless a holder requests that we do so.

        Old Notes may be subject to restrictions on transfer until:

        (1)   a person other than a broker-dealer has exchanged the Old Notes in the exchange offer;

        (2)   a broker-dealer has exchanged the Old Notes in the exchange offer and sells them to a purchaser that receives a prospectus from the broker, dealer on or before the sale;

        (3)   the Old Notes are sold under an effective shelf registration statement that we have filed; or

        (4)   the Old Notes are sold to the public under Rule 144 of the Securities Act.

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DESCRIPTION OF EXCHANGE NOTES

General

        Certain terms used in this description are defined under the subheading "—Certain definitions" below. In this description, (i) the terms "we," "our" "us" and "Issuer" each refer to Armored Autogroup Inc. and not any of its Subsidiaries and (ii) references to the "Notes" are to the Exchange Notes, unless the context otherwise requires. We issued the Old Notes and will issue the Notes pursuant to an indenture dated as of November 5, 2010, between us, as the Issuer and Wells Fargo Bank, National Association, as trustee (the "Trustee") as supplemented by a supplemental indenture, dated November 5, 2010 (as supplemented, the "Indenture"), entered into by and among us, the Trustee and Guarantors signatory thereto. The terms of the Notes include those stated in the Indenture and, except as specified below, those made part of such Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The Notes are subject to all such terms pursuant to the provisions of the Indenture, and Holders of the Notes are referred to the Indenture and the Trust Indenture Act for a statement thereof.

        The following is a summary of the material provisions of the Indenture. Because this is a summary, it may not contain all the information that is important to you. You should read the Indenture in its entirety. Copies of the Indenture are available upon written request to the Issuer. You can find the definitions of certain terms used in this description under "—Certain Definitions."

        The following description is only a summary of the material provisions of the Indenture, does not purport to be complete and is qualified in its entirety by reference to the provisions thereof, including the definitions therein of certain terms used below. Because this is a summary, it may not contain all the information that is important to you. We urge you to read the Indenture because it, and not this description, defines your rights as a Holder of the Notes. You may request copies of the Indenture at our address set forth under the heading "Available Information."

Brief description of notes

        The Notes will be:

•

general unsecured senior obligations of the Issuer;

•

pari passu in right of payment with all existing and future Senior Indebtedness (including the Credit Facilities) of the Issuer;

•

effectively subordinated to all Secured Indebtedness of the Issuer (including the Credit Facilities) to the extent of the value of the assets securing such Indebtedness;

•

senior in right of payment to any future Subordinated Indebtedness (as defined with respect to the Notes);

•

initially guaranteed on a senior unsecured basis by each Restricted Subsidiary that guarantees the Credit Facilities; and

•

structurally subordinated to all Indebtedness and other liabilities, including preferred stock, of Non-Guarantor Subsidiaries.

Guarantees

        The Guarantors, as primary obligors and not merely as sureties, will jointly and severally, irrevocably, fully and unconditionally guarantee, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuer under the Indenture and the Notes, whether for payment of principal of, premium, if any, or

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interest on or Additional Interest, if any, in respect of the Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture.

        The Restricted Subsidiaries (other than as detailed below) will initially guarantee the Notes. Each of the Guarantees of the Notes will be a general unsecured obligation of each Guarantor and will be pari passu in right of payment with all existing and future Senior Indebtedness of each such entity, will be effectively subordinated to all Secured Indebtedness of each such entity to the extent of the value of the assets securing such Indebtedness and will be senior in right of payment to all existing and future Subordinated Indebtedness of each such entity.

        Not all of the Issuer's Subsidiaries will Guarantee the Notes. The Notes will be structurally subordinated to Indebtedness and other liabilities of Non-Guarantor Subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of these Non-Guarantor Subsidiaries, the Non-Guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer.

        As more fully described below under "Certain covenants—Limitation on guarantees of indebtedness by restricted subsidiaries," the Indenture will require that each of the Issuer's Wholly-Owned Restricted Subsidiaries that guarantees the obligations under the Credit Facilities or any other Indebtedness of the Issuer or any other Guarantor, shall also be a Guarantor of the Notes.

        Under the circumstances described below under the subheading "Certain covenants—Limitation on restricted payments," the Issuer will be permitted to designate certain of its Subsidiaries as Unrestricted Subsidiaries. The Issuer's Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the Indenture. The Issuer's Unrestricted Subsidiaries will not guarantee the Notes.

        The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance under applicable law.

        Any Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the 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.

        The Indenture provides that each Guarantor may consolidate with or merge with or into or sell its assets to the Issuer or another Guarantor without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See "Repurchase at the option of holders—Change of control" and "Certain covenants—Merger, consolidation or sale of all or substantially all assets."

        If a Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor's liability on its Guarantee could be reduced to zero. See "Risk factors—Risks related to the exchange offer and the Exchange Notes—Federal and state fraudulent transfer laws may permit a court to void the Exchange Notes or the guarantees, and if that occurs, you may not receive any payments on the Exchange Notes."

        A Guarantee by a Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:

        (1)   (a) any sale, exchange, disposition or transfer (by merger or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with the applicable provisions of the Indenture;

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        (b)   the release or discharge of the guarantee by such Guarantor of the Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

        (c)   the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or

        (d)   the Issuer exercising its legal defeasance option or covenant defeasance option as described under "—Legal defeasance and covenant defeasance" or the Issuer's obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

        (2)   such Guarantor delivering to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. Upon request, the Trustee shall execute an instrument evidencing the release of such Guarantor.

Ranking

        The payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes and the payment of any Guarantee will rank pari passu in right of payment to all Senior Indebtedness of the Issuer or the relevant Guarantor, as the case may be, including the obligations of the Issuer and such Guarantor under the Credit Facilities.

        The Notes will be effectively subordinated in right of payment to all of the Issuer's and each Guarantor's existing and future Secured Indebtedness to the extent of the value of the assets securing such Indebtedness, including the obligations of the Issuer and such Guarantor under the Credit Facilities. As of December 31, 2011, the Issuer has $297.0 million of outstanding Secured Indebtedness, consisting entirely of Secured Indebtedness under the Credit Facilities and the ability to borrow up to $50.0 million of additional secured Indebtedness.

        Although the Indenture will contain limitations on the amount of additional Indebtedness that the Issuer and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock."

Paying agent and registrar for the notes

        The Issuer will maintain one or more paying agents (each, a "paying agent") for the Notes. The initial paying agent for the Notes will be the Trustee (the "Paying Agent").

        The Issuer will also maintain one or more registrars (each, a "registrar") with offices in the United States. The Issuer will also maintain a transfer agent. The initial registrars will be the Trustee. The initial transfer agent will be the Trustee. The registrar and the transfer agent will maintain a register reflecting ownership of the Notes outstanding from time to time and will make payments on and facilitate transfers of Notes on behalf of the Issuer.

        The Issuer may change the paying agents or the registrars without prior notice to the Holders. The Issuer or any of its Subsidiaries may act as a paying agent or registrar.

Transfer and exchange

        A Holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuer is not required to transfer or exchange any Note selected for redemption or tendered (and not

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withdrawn) for repurchase in connection with a Change of Control Offer, an Asset Sale Offer or other tender offer. Also, the Issuer is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

Principal, maturity and interest

        In this offering, the Issuer will issue $275.0 million in aggregate principal amount of Notes. The Notes will mature on November 1, 2018. Subject to compliance with the covenant described below under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock," the Issuer may issue additional Notes from time to time after this offering under the Indenture ("Additional Notes"). The Notes offered by the Issuer and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to "Notes" for all purposes of the Indenture and this "Description of Exchange Notes" include any Additional Notes that are actually issued.

        The Issuer will issue the Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Interest on the Notes will accrue at the rate of 9.25% per annum and will be payable semi-annually in arrears on each May 1 and November 1, commencing on May 1, 2011, to the Holders of record of the Notes on the immediately preceding April 15 and October 15. Interest on the Notes will accrue from the most recent date to which interest has been paid with respect to such Notes, or if no interest has been paid with respect to such Notes, from the date of original issuance thereof. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Additional Interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreement. All references in the Indenture and this "Description of Exchange Notes," in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest required to be paid pursuant to the Registration Rights Agreement.

        Principal of, premium, if any, and interest on the Notes will be payable at the office or agency of the Issuer maintained for such purpose or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer's office or agency will be the corporate trust office of the Trustee maintained for such purpose.

Mandatory redemption; offers to purchase; open market purchases

        The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuer may be required to offer to purchase Notes as described under the caption "—Repurchase at the option of holders." We may at any time and from time to time purchase Notes in the open market or otherwise.

Optional redemption

        Except as set forth below, the Issuer will not be entitled to redeem Notes at its option prior to November 1, 2014.

        At any time prior to November 1, 2014, the Issuer may redeem all or a part of the Notes, on a pro rata basis, upon notice as described under the heading "Repurchase at the option of holders—Selection and notice," at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, but

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excluding the date of redemption (the "Redemption Date"), subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.

        On and after November 1, 2014, the Issuer may redeem the Notes, on a pro rata basis, in whole or in part, upon notice as described under the heading "Repurchase at the option of holders—Selection and notice," at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to, but excluding the applicable Redemption Date, subject to the right of Holders 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 November 1 of each of the years indicated below:

Year	Dollar Notes
2014		104.625	%
2015		102.313	%
2016 and thereafter		100.000	%

        In addition, until November 1, 2013, the Issuer may, at its option, upon notice as described under the heading "Repurchase at the option of holders—Selection and notice," on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes, on a pro rata basis, issued under the Indenture at a redemption price equal to 109.250% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon and Additional Interest, if any, to, but excluding the applicable Redemption Date, subject to the right of Holders 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 (a) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes of the relevant series that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

        Any redemption or notice of any redemption may, at the Issuer's discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, other offering or other corporate transaction or event. Notice of any redemption in respect of an Equity Offering may be given prior to the completion thereof.

        The Trustee shall select the Notes to be redeemed in the manner described under "Repurchase at the option of holders—Selection and notice."

Repurchase at the option of holders

Change of control

        The Notes will provide that 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 "—Optional redemption," the Issuer will make an offer to purchase all of the Notes pursuant to the offer described below (the "Change of Control Offer") at a price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that to the extent any mailed redemption notice includes a condition that is not satisfied or waived and the redemption referenced therein does not occur, the obligation to make a Change of Control Offer will be reinstated. Within 30 days following any Change of Control, the Issuer will send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each

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Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

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

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

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

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

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

        (6)   that Holders will 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 expiration time of the Change of Control Offer, a telegram, telex, 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 delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and

        (9)   the other instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow.

        While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations.

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

        On the Change of Control Payment Date, the Issuer will, to the extent permitted by law,

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

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        (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.

        The Credit Facilities will prohibit or limit, and future credit agreements or other agreements to which the Issuer becomes a party may prohibit or limit, the Issuer from purchasing any Notes as a result of a Change of Control. In the event a Change of Control occurs at a time when the Issuer is prohibited from purchasing the Notes, the Issuer could seek the consent of its lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, the Issuer will remain prohibited from purchasing the Notes. In such case, the Issuer's failure to purchase tendered Notes after any applicable notice and lapse of time would constitute an Event of Default under the Indenture.

        The Credit Facilities will, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuer becomes a party may, provide that certain change of control events with respect to the Issuer would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default under our Credit Facilities, we could seek a waiver of such default or seek to refinance our Credit Facilities. In the event we do not obtain such a waiver or refinance the Credit Facilities, such default could result in amounts outstanding under our Credit Facilities being declared due and payable.

        Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases. See "Risk factors—Risks related to the exchange offer and the Exchange Notes—We may not be able to repurchase the Exchange Notes upon a change of control."

        The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. After the Issue Date, we have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and "—Certain covenants—Liens." Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction.

        We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us 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.

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        The definition of "Change of Control" includes a disposition of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted

        Holder. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of "all or substantially all" of the assets of the Issuer. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Issuer to make an offer to repurchase the Notes as described above.

        The provisions under the Indenture relating to the Issuer's obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

Asset sales

        The Indenture will provide that the Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate 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 (as determined in Good Faith by the Issuer) of the assets 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 cash or Cash Equivalents; 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, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer or such Restricted Subsidiary's balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in Good Faith by the Issuer) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes or the Guarantees, 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 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, and

        (c)   any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 2.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

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

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

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        (1)   to reduce or repay:

        (a)   Obligations under the Credit Facilities, and to correspondingly reduce commitments with respect thereto;

        (b)   Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by the Indenture, and to correspondingly reduce commitments with respect thereto;

        (c)   Obligations under other Indebtedness (other than Subordinated Indebtedness) (and to correspondingly reduce commitments with respect thereto); provided that, to the extent the Issuer reduces Obligations under such Indebtedness, the Issuer shall equally and ratably reduce Obligations under the Notes as provided under "Optional Redemption," 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 below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, and Additional Interest, if any, on the amount of Notes that would otherwise be prepaid; or

        (d)   Indebtedness of a Non-Guarantor Subsidiary, other than Indebtedness owed to the Issuer or another Restricted Subsidiary (and correspondingly reduce commitments with respect thereto);

        (2)   to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets (other than working capital assets), in the case of each of (a), (b) and (c), used or useful in a Similar Business; or

        (3)   to make an Investment in (a) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties (other than working capital assets) or (c) acquisitions of other assets (other than working capital assets) that, in the case of each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an "Acceptable Commitment") and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a "Second Commitment") within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

        Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes ("Pari Passu Indebtedness"), to the holders of such Pari Passu Indebtedness (an "Asset Sale Offer"), to purchase the maximum aggregate principal amount of the

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Notes and such Pari Passu Indebtedness that is equal to $2,000 or 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, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $15.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee or otherwise in accordance with the procedures of DTC. The Issuer may satisfy the foregoing obligations with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the Application Period.

        To the extent that the aggregate amount 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 compliance with other covenants contained in the Indenture. If the aggregate principal amount 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 the Issuer or agent for such Pari Passu Indebtedness shall select 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. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

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

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

        The Credit Facilities will prohibit or limit, and future credit agreements or other agreements to which the Issuer becomes a party may prohibit or limit, the Issuer from purchasing any Notes pursuant to this Asset Sale covenant. In the event the Issuer is prohibited from purchasing the Notes, the Issuer could seek the consent of its lenders to the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, it will remain prohibited from purchasing the Notes. In such case, the Issuer's failure to purchase tendered Notes would constitute an Event of Default under the Indenture.

Selection and notice

        If the Issuer is redeeming less than all of the Notes issued by it at any time, the Trustee or the applicable registrar will select the Notes to be redeemed (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 (c) by lot or such other similar method in accordance with the procedures of DTC. No Notes of $2,000 or less can be redeemed in part.

        Notices of purchase or redemption shall be mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of record of Notes at such Holder's registered address or otherwise delivered in accordance with the procedures of DTC, except that redemption notices may be mailed more than 60 days prior to a redemption date if the

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notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

        The Issuer will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note, as applicable. Notes called for redemption, unless such redemption is conditioned on the happening of a future event, become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption.

        For Notes that are represented by global certificates held on behalf of DTC, notices may be given by delivery of the relevant notices to DTC for communication to entitled account holders in substitution of the aforementioned mailing.

Certain covenants

        Set forth below are summaries of certain covenants that will be contained in the Indenture.

Effectiveness of covenants

        Following the first day:

        (a)   the notes have an Investment Grade Rating from both of the Ratings Agencies; and

        (b)   no Default has occurred and is continuing under the Indenture;

the Issuer and its Restricted Subsidiaries will not be subject to the provisions of the Indenture summarized under the following headings (collectively, the "Suspended Covenants"):

•

"—Repurchase at the option of holders—Asset sales,"

•

"—Limitation on restricted payments,"

•

"—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock,"

•

Clause (4) of the first paragraph of "—Merger, consolidation or sale of all or substantially all assets,"

•

"—Transactions with Affiliates," and

•

"—Dividend and other payment restrictions affecting restricted subsidiaries."

        If at any time the notes' credit rating is downgraded from an Investment Grade Rating by any Rating Agency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the "Reinstatement Date") and be applicable pursuant to the terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the notes maintain an Investment Grade Rating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under the Indenture, the Registration Rights Agreement, the Notes or the Guarantees with respect to the Suspended Covenants based on, and none of the Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been

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permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the "Suspension Period." The Issuer will notify the Trustee of the commencement or termination of any Suspension Period.

        On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to the first paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" or one of the clauses set forth in the second paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to the first or second paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock," such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (3) of the second paragraph of "Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock." Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under "—Limitation on restricted payments" will be made as though the covenants described under "—Limitation on restricted payments" had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of "—Limitation on restricted payments."

        During any period when the Suspended Covenants are suspended, the board of directors of the Issuer may not designate any of the Issuer's Subsidiaries as Unrestricted Subsidiaries pursuant to the Indenture.

        There can be no assurance that the notes will ever achieve or maintain Investment Grade Ratings.

Limitation on restricted payments

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

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

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

        (b)   dividends or distributions by a Restricted Subsidiary to the Issuer or any other Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of common stock on a pro rata basis) so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

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

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

        (a)   Indebtedness permitted under clauses (7) and (8) of the second paragraph of the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock;" or

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

      (IV)  make any Restricted Investment;

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

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

        (2)   immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock;" and

        (3)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (9) and (14) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication):

        (a)   50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) commencing October 1, 2010 to the end of the Issuer's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

        (b)   100% of the aggregate net cash proceeds and the fair market value, as determined in Good Faith by the Issuer, of marketable securities or other property received by the Issuer since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock") from the issue or sale of:

          (i)  (A) Equity Interests of the Issuer, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in Good Faith by the Issuer, of marketable securities or other property received from the sale of:

         (x)  Equity Interests to members of management, members of the board of directors or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer's Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and

         (y)  Designated Preferred Stock; and

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        (B)  to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer's direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or

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

provided, however, that in addition to clauses (x) and (y) referred to above, this clause (b) shall not include the proceeds from (V) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

        (c)   100% of the aggregate amount of cash and the fair market value, as determined in Good Faith by the Issuer, of marketable securities or other property contributed to the capital of the Issuer following the Issue Date (other than net cash proceeds to the extent such net cash proceeds (i) have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock," (ii) are contributed by a Restricted Subsidiary or (iii) constitute Excluded Contributions); plus

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

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

         (ii)  the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent of the amount of the Investment in such Unrestricted Subsidiary made by the Issuer or a Restricted Subsidiary pursuant to clauses (7) or (11) of the next succeeding paragraph or to the extent of the amount of the Investment that constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

        (e)   in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred), as determined in Good Faith by the Issuer or, if such fair market value exceeds $25.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger or consolidation or transfer of assets (after taking into consideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged or consolidated or Indebtedness associated with the assets so transferred), other than to the extent of the amount of the Investment in

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such Unrestricted Subsidiary made by the Issuer or a Restricted Subsidiary pursuant to clauses (7) or (11) of the next succeeding paragraph or to the extent of the amount of the Investment that constituted a Permitted Investment.

        The foregoing provisions will not prohibit:

        (1)   the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture or the redemption, repurchase or retirement of Indebtedness if, at the date of any irrevocable redemption notice such payment would have complied with the provisions of the Indenture;

        (2)   (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests ("Treasury Capital Stock") or Subordinated Indebtedness of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of the proceeds of, the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) ("Refunding Capital Stock"), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Capital Stock, and (c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

        (3)   the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for, or out of the proceeds of, the substantially concurrent sale of, new Indebtedness of the Issuer or such Guarantor, as the case may be, which is incurred in compliance with "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" so long as:

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

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

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

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

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        (4)   a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, member of the board of directors or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies (permitted transferees, assigns, estates or heirs of such employee, director or consultant), pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $6.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $12.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

        (a)   the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer's direct or indirect parent companies, in each case to any employee, member of the board of directors or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the first paragraph of this covenant; plus

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

        (c)   the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from any employee, member of the board of directors or consultant of the Issuer, any of the Issuer's direct or indirect parent companies or any of the Issuer's Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

        (5)   the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" to the extent such dividends are included in the definition of "Fixed Charges";

        (6)   (a) the declaration and payment of dividends and distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date; provided that the amount of dividends paid pursuant to this clause (a) shall not exceed the aggregate amount of cash actually received by the Issuer from the sale of such Designated Preferred Stock;

        (b)   the declaration and payment of dividends and distributions to a direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued after the Issue Date; provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or

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        (c)   the declaration and payment of dividends and distributions on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

        (7)   Investments in Unrestricted Subsidiaries taken together with all other Investments made pursuant to this clause (7) that are at the 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 (x) $15.0 million and (y) 3.0% of Total Assets;

        (8)   repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

        (9)   the declaration and payment of dividends and distributions on the Issuer's common stock (or the payment of dividends to any direct or indirect parent entity of the Issuer to fund a payment of dividends on such entity's common stock), following the consummation of the first public offering of the Issuer's common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than public offerings with respect to the Issuer's common stock registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;

        (10) Restricted Payments that are made with Excluded Contributions;

        (11) other Restricted Payments in an aggregate amount, taken together with all other Restricted Payments made pursuant to this clause (11), that are at the time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash or marketable securities) not to exceed $25.0 million at the time made;

        (12) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a Qualified Securitization Financing;

        (13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or used to fund amounts owed to Affiliates (including as a result of the cancellation or vesting of outstanding options and other equity-based awards, in connection therewith) in each case, as described in this prospectus and to the extent permitted by the covenant described under "—Transactions with Affiliates;" provided that payments to Affiliates due to the termination of agreements with the Sponsor described under "Certain Relationships and Related-Party Transactions" or similar agreements shall be permitted by this clause (13) only to the extent such termination is attributable to an underwritten registered public offering of common stock of the Issuer or any direct or indirect parent of the Issuer or to a Change of Control;

        (14) the repurchase, redemption or other acquisition or retirement for value of any Preferred Stock or Subordinated Indebtedness pursuant to in accordance with the provisions similar to those described under the captions "Repurchase at the option of holders—Change of control" and "Repurchase at the option of holders—Asset sales"; provided that all Notes tendered by Holders

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in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

        (15) the declaration and payment of dividends by the Issuer to, or the making of loans to, any direct or indirect parent company in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

        (a)   franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

        (b)   foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity;

        (c)   customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

        (d)   general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

        (e)   amounts required for any direct or indirect parent company of the Issuer to pay fees and expenses incurred by any direct or indirect parent company of the Issuer related to (i) the maintenance by such parent entity of its corporate or other entity existence and (ii) any unsuccessful equity or debt offering of such parent company; and

        (f)    taxes with respect to income of any direct or indirect parent company of the Issuer derived from funding made available to the Issuer and its Restricted Subsidiaries by such direct or indirect parent company;

        (16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents); and

        (17) cash payments in lieu of the issuance of fractional shares or interests in connection with the exercise of warrants, options or other rights or securities convertible into or exchangeable for Capital Stock of the Issuer or any direct or indirect parent company of the Issuer; provided that any such cash payment shall not be for the purpose of evading the limitation of this covenant;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (7), (9), (11) and (16), no Default shall have occurred and be continuing or would occur as a consequence thereof.

        The amount of all Restricted Payments (other than cash) will be the fair market value (as determined in Good Faith by the Issuer) on the date of such Restricted Payment of the assets or securities proposed to be paid, transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.

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        As of the Issue Date, all of the Issuer's Subsidiaries will be Restricted Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of "Unrestricted Subsidiary." For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of "Investment." Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to this covenant or pursuant to the definition of "Permitted Investments," and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock

        The Issuer will not, and will not permit any of its 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 will not issue any shares of Disqualified Stock and will 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 of its Restricted Subsidiaries 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; provided, further, that Non-Guarantor Subsidiaries may not incur Indebtedness or Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $35.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries would be outstanding pursuant to this paragraph at such time.

        The foregoing limitations will not apply to:

        (1)   the incurrence of Indebtedness under Debt Facilities by the Issuer or any of the Guarantors and the issuance and creation of letters of credit and bankers' acceptances thereunder (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $425.0 million outstanding at any one time;

        (2)   the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes) and exchange notes issued in respect of such Notes and any Guarantee thereof;

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

        (4)   Indebtedness (including Capitalized Lease Obligations) incurred or, Disqualified Stock and Preferred Stock issued by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any

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Person owning such assets; provided that the aggregate amount of Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (4), when aggregated with the outstanding amount of Indebtedness, Disqualified Stock and Preferred Stock under clause (13) incurred to refinance Indebtedness, Disqualified Stock and Preferred Stock initially incurred in reliance on this clause (4), does not exceed the greater of (x) $25.0 million and (y) 5.0% of Total Assets at any one time outstanding;

        (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, without limitation, letters of credit in respect of workers' compensation claims, health, disability or other employee benefits 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 or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

        (6)   Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or 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

        (a)   such Indebtedness is not reflected on the balance sheet of the Issuer, or any of its Restricted Subsidiaries prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(a)); and

        (b)   with respect to a disposition, 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 Non-Guarantor Subsidiary 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 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) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause;

        (8)   Indebtedness of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness owing 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 Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause;

        (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 Restricted Subsidiary ceasing to be a Restricted

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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;

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

        (11) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees or obligations in respect of letters of credit related thereto 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 and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary equal to 100.0% 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 Excluded Contributions or proceeds of Disqualified Stock or Designated Preferred Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries or amounts applied to make a Restricted Payment in accordance with clause (2) of the second paragraph of "Certain covenants—Limitation on restricted payments") as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of "—Limitation on restricted payments" to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of "—Limitation on restricted payments" or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) (together with amounts applied under clause (13) to refinance Indebtedness or Disqualified Stock initially incurred in reliance on this clause 12(a)) and (b) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of 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 $50.0 million;

        (13) the incurrence or issuance by the Issuer of Indebtedness or Disqualified Stock or the incurrence or issuance by a Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness incurred or Disqualified Stock or Preferred Stock issued as permitted under the first paragraph of this covenant and clauses (2), (3), (4) and (12)(a) above, this clause (13) and clause (14) below or any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness incurred or Disqualified Stock or Preferred Stock issued to pay premiums (including 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,

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        (c)   shall not include:

          (i)  Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer;

         (ii)  Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

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

        (d)   shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on and related fees and expenses (including tender premiums) of, the Indebtedness being refunded or refinanced, and

        (e)   shall not have a Stated Maturity date prior to the earlier of the Stated Maturity of the Indebtedness being so refunded or refinanced or the Stated Maturity of the Notes;

and provided further that subclauses (a) and (e) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under the Credit Facilities;

        (14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into or consolidated with the Issuer or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that after giving effect to such acquisition, merger or consolidation, 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, merger or consolidation;

        (15) 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;

        (16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

        (17) (a) any guarantee by the Issuer or a Guarantor of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness is permitted under the terms of the Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Guarantee of such Restricted Subsidiary, any such guarantee of the Issuer or such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to the Notes or such Guarantors' Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Guarantee of such Restricted Subsidiary, as applicable;

        (b)   any guarantee by a Guarantor of Indebtedness of the Issuer provided that such guarantee is incurred in accordance with the covenant described below under "—Limitation

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on guarantees of indebtedness by restricted subsidiaries;" provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantors' Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes, as applicable or

        (c)   any guarantee by a Non-Guarantor Subsidiary of Indebtedness of another Non-Guarantor Subsidiary incurred in accordance with the terms of the Indenture;

        (18) Indebtedness of Foreign Subsidiaries of the Issuer incurred not to exceed the greater of (x) $15.0 million and (y) 12.5% of the Foreign Subsidiary Total Assets at any one time outstanding;

        (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; and

        (20) Indebtedness consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to current or former officers, members of the board of directors and employees and consultants thereof, their respective estates, spouses or former spouses, in each case to finance, either directly or through promissory notes issued to such persons, the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent described in clause (4) of the second paragraph under the caption "—Limitation on restricted payments."

        For purposes of determining compliance with this covenant:

        (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 (20) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer, in its sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses or the first paragraph of this covenant. Additionally, all or any portion of any item of Indebtedness may later be classified as having been incurred pursuant to any category of permitted Indebtedness described in clauses (1) through (20) above or pursuant to the first paragraph of this covenant so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification. Notwithstanding the foregoing, all Indebtedness outstanding under the Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the preceding paragraph and may not later be reclassified; and

        (2)   at the time of incurrence, the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above.

        Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.

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        For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar- denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

        The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

        The Indenture will provide that the Issuer will not, and will 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.

        The Indenture will not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral.

Liens

        The Issuer will not, and will not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) (each, an "Initial Lien") that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Issuer or any Guarantor, or any income or profits 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 Liens securing the Notes and the related Guarantees.

        Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien that gave rise to the obligation to so secure the Notes and Guarantees.

Merger, consolidation or sale of all or substantially all assets

        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 Person 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,

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conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws 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 in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation;

        (2)   the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Indenture and 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,

        (a)   the Successor Company or 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 the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock," or

        (b)   the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than the Fixed Charge Coverage 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 clause (b) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under the Indenture, the Notes and the Registration Rights Agreement; and

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

        The Successor Company will succeed to, and be substituted for, the Issuer, as the case may be, under the Indenture, the Registration Rights Agreement, the Guarantees and the Notes, as applicable. The foregoing clauses (3), (4), (5) and (6) shall not apply to the transaction contemplated by the Purchase Agreement. Notwithstanding the foregoing clauses (3) and (4),

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

        (2)   the Issuer or any Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor, as applicable, and

        (3)   the Issuer may consolidate or merge with an Affiliate of the Issuer, as the case may be, solely for the purpose of reincorporating the Issuer in any state of the United States, the District of Columbia or any territory thereof.

        No Guarantor will, and the Issuer will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or such 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 Person organized or

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existing under the laws of the jurisdiction of organization of such Guarantor, 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 the Indenture and such Guarantor's related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

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

        (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 the Indenture;

provided that this clause (1) shall be inapplicable to a Restricted Subsidiary that previously was a Subsidiary Guarantor if such Restricted Subsidiary is no longer a Restricted Subsidiary of the Company after giving effect to such transaction; and

        (2)   the transaction is made in compliance with the covenant described under "—Repurchase at the option of holders—Asset sales."

        Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guarantor under the Indenture, such Guarantor's Guarantee and the Registration Rights Agreement. Notwithstanding the foregoing, any Guarantor may (i) merge into or with or wind up into or transfer all or part of its properties and assets to a Guarantor or the Issuer or (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof. Notwithstanding the foregoing, any Restricted Subsidiary may liquidate or dissolve if the Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Issuer and is not materially disadvantageous to the Holders.

        For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

        The predecessor company will be released from its obligations under the Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor will not be released from the obligation to pay the principal of and interest on the Notes.

        Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve "all or substantially all" of the property or assets of a Person.

Transactions with Affiliates

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into 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

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of the foregoing, an "Affiliate Transaction") involving aggregate payments or consideration in excess of $2.5 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 $15.0 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) above.

        The foregoing provisions will not apply to the following:

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

        (2)   Restricted Payments permitted by the provisions of the Indenture described above under the covenant "—Limitation on restricted payments" (other than clause (7) of the second paragraph thereof) and the definition of "Permitted Investments" (other than pursuant to clauses (3), (8) and (13) thereof);

        (3)   the payment of management, consulting, monitoring, transaction and advisory fees and related expenses to the Sponsor pursuant to the Sponsor Management Agreement and the termination fees pursuant to the Sponsor Management Agreement, in each case as in effect on the Issue Date or any amendment thereto (so long as any such amendment is not materially disadvantageous, in the good faith judgment of the board of directors of the Issuer, to the Holders when taken as a whole as compared to the Sponsor Management Agreement in effect on the Issue Date;

        (4)   the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements provided for the benefit of, former, current or future officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries, as determined in Good Faith by the Issuer;

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

        (6)   any agreement or arrangement as in effect as of the Issue Date (other than the Sponsor Management Agreement and Stockholders' Agreement, but including, without limitation, each of the other agreements entered into in connection with the Transactions), or any amendment 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);

        (7)   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 to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any

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such existing agreement, together with all amendments thereto, taken as a whole, or any similar agreement are not otherwise disadvantageous in any material respect to the Holders when taken as a whole as compared to the original agreement in effect on the Issue Date;

        (8)   the Transactions and the payment of all fees and expenses related to the Transactions, in each case as contemplated in this prospectus;

        (9)   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 the 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;

        (10) if otherwise permitted under the Indenture, the issuance or transfer of Equity Interests of the Issuer (other than Disqualified Stock) to Affiliates of the Issuer and the granting of registration and other customary rights in connection therewith or any contribution to the capital of direct or indirect parent companies, the Issuer or any Restricted Subsidiary;

        (11) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing;

        (12) payments by the Issuer or any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuer or a majority of the disinterested members of the board of directors of the Issuer in good faith;

        (13) 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, restricted stock plans, bonus programs and other similar arrangements with such employees or consultants which, in each case, are approved in Good Faith by the Issuer and in accordance with applicable law;

        (14) investments in securities of the Issuer or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities; and

        (15) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns an equity interest in or otherwise controls such Person.

Dividend and other payment restrictions affecting restricted subsidiaries

        The Issuer will not, and will 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 Restricted Subsidiary to:

        (1)   (a) pay dividends or make any other distributions to the Issuer or any of its 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 its Restricted Subsidiaries;

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

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

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

        (a)   contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit Facilities and the related documentation and related Hedging Obligations and Cash Management Obligations;

        (b)   the Indenture, the Notes and the Guarantees (including any exchange notes and related guarantees);

        (c)   purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

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

        (e)   any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

        (f)    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;

        (g)   Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and "—Liens" that limit the right of the debtor to dispose of the assets securing such Indebtedness;

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

        (i)    other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries;

        (j)    customary provisions in joint venture agreements or arrangements and other similar agreements relating solely to such joint venture; provided that with respect to any joint venture agreement relating to a Restricted Subsidiary, such provisions will not materially affect the Issuer's ability to make anticipated principal or interest payments on the Notes (as determined in Good Faith by the Issuer);

        (k)   customary provisions contained in leases, subleases, licenses, sublicenses or other agreements, in each case, entered into in the ordinary course of business;

        (l)    any agreement or instrument (A) relating to any Indebtedness or preferred stock of a Restricted Subsidiary permitted to be incurred subsequent to the Issue Date pursuant to the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" if the encumbrances and restrictions are not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good

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faith by the Issuer) and (B) either (x) the Issuer determines that such encumbrance or restriction will not adversely affect the Issuer's ability to make principal and interest payments on the Notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness;

        (m)  any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (l) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive in any material respect 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; and

        (n)   restrictions created in connection with any Qualified Securitization Financing that, in the good faith determination of the Issuer, are necessary or advisable to effect such Securitization Facility.

Limitation on guarantees of indebtedness by restricted subsidiaries

        The Issuer will not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Restricted Subsidiary or guarantee all or a portion of the Credit Facilities), other than a Guarantor, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless:

        (1)   such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Indenture and joinder or supplement to the Registration Rights Agreement providing for a senior Guarantee by such Restricted Subsidiary, except that (a) with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor's Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor's Guarantee; and

        (b)   if the Notes or such Guarantor's Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to the same extent as the Notes or the Guarantor's Guarantee are subordinated to such Indebtedness; and

        (2)   such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee until payment in full of Obligations under the Indenture; and

        (3)   such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

        (a)   such Guarantee has been duly executed and authorized; and

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        (b)   such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principals of equity;

provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

        The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary shall only be required to comply with the 30-day period described above.

Reports and other information

        Notwithstanding that the Issuer may not be subject to the reporting requirements of

        Section 13 or 15(d) of the Exchange Act or otherwise report 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 Indenture will require the Issuer to file with the SEC and furnish or make available to the Trustee within 15 days after the dates set forth below:

        (1)   within 90 days after the end of each fiscal year (120 days for the fiscal year ending December 31, 2010 but only in the event that Viking Acquisition Inc. changes its fiscal year end to December 31 for such fiscal year), all financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and a report on the annual financial statements by the Issuer's independent registered public accounting firm;

        (2)   within 45 days after the end of each of the first three fiscal quarters of each fiscal year (90 days for the fiscal quarter ended September 30, 2010 and 60 days for the fiscal quarters ended December 31, 2010 and March 31, 2011), all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC;

        (3)   all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to filed such reports; and

        (4)   any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form. Notwithstanding the foregoing, the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filing or (ii) prior to the consummation of an exchange offer or the effectiveness of a shelf registration statement as required by the Registration Rights Agreement, so long as if clause (i) or (ii) is applicable the Issuer makes 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, at the Issuer's expense and by the applicable date the Issuer would be required to file such information pursuant to the immediately preceding sentence. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under "—Events of default and remedies" if Holders of at least 25% in principal amount of the then total

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outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuer will deliver the financial statements and information of the type required to be delivered pursuant to clause (2) of the first sentence of this "Certain covenants—Reports and other information" covenant with respect to the fiscal quarter ended September 30, 2010, which, notwithstanding the foregoing, shall not be required to give pro forma effect to the Transactions, shall not be required to contain financial statement footnote disclosure and shall not be required to contain consolidating financial data with respect to the Guarantor and Non-Guarantor Subsidiaries of the type contemplated by Rule 3-10 of Regulation S-X promulgated under the Securities Act or otherwise; provided that the Issuer shall only be required to present a reasonably detailed "Management's Discussion and Analysis of Financial Condition and Results of Operations" to the extent of the information provided by Clorox.

        Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to the immediately preceding paragraph, the Issuer shall also post copies of such information required by the immediately preceding paragraph on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes (which prospective investors shall be limited to "qualified institutional buyers" within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. The Issuer shall hold quarterly conference calls that are publicly accessible after the Issuer's financial statements for the prior fiscal period have been made available; provided that such conference calls shall be held no later than 5 Business Days after the date that such financial statements are required to be made available. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence the Issuer shall issue a press release to the appropriate U.S. wire services announcing the time and the date of such conference call and directing the beneficial owners of, and prospective investors in, the Notes and securities analysts to contact an individual at the Issuer (for whom contact information shall be provided in such press release) to obtain information on how to access such conference call.

        In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Indenture will permit the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand, in the form prescribed in the first paragraph of this covenant.

        Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of any registration statement or other filing, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

        Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with its obligations to deliver a report for the fiscal quarter ended September 30, 2010 for purposes of clause (3) under "—Events of default and remedies" until 90 days after the date any report hereunder is due.

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Payments for consent

        Neither the Issuer nor any of its Restricted Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that are "qualified institutional buyers" within the meaning of Rule 144A of the Securities Act, who, upon request, confirm that they are "qualified institutional buyers," consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Events of default and remedies

        The Indenture will provide that each of the following is an Event of Default:

        (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 or Additional Interest on or with respect to the Notes;

        (3)   failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in the Indenture or the Notes;

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

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

        (b)   the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25.0 million or more at any one time outstanding;

        (5)   failure by the Issuer or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under "Certain covenants—Reports and other information") would constitute a Significant Subsidiary), to pay final judgments aggregating in excess of $25.0 million other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy companies, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

        (6)   certain events of bankruptcy or insolvency with respect to the Issuer or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent

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consolidated financial statements of the Issuer for a fiscal period end provided as required under "Certain covenants—Reports and other information") would constitute a Significant Subsidiary); or

        (7)   the Guarantee of any Significant Subsidiary (or group of Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under "Certain covenants—Reports and other information") would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Restricted Subsidiaries that, taken together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under "Certain covenants—Reports and other information") would constitute a Significant Subsidiary), as the case may be, denies that it has any further liability under its or their Guarantee(s) or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture.

        If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total 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.

        Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding Notes will become due and payable without further action or notice. The Indenture will provide that the Trustee may withhold from the Holders 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 Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind any acceleration and its consequences with respect to the Notes, provided such rescission would not conflict with any judgment of a court of competent jurisdiction. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose:

        (1)   the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

        (2)   holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

        (3)   the default that is the basis for such Event of Default has been cured.

        Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if

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any) or interest when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

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

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

        (3)   Holders of the Notes have offered and, if requested, provide to the Trustee indemnity or security reasonably satisfactory to the Trustee 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 direction inconsistent with such request within such 60-day period.

        Subject to certain restrictions, under the Indenture the Holders of a majority in principal amount of the total outstanding Notes are given the right to 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. The Trustee, however, may refuse to follow any direction that conflicts with law or the 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.

        The Indenture will provide that the Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, within 10 Business Days, after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No personal liability of directors, officers, employees and stockholders

        No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or the 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. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal defeasance and covenant defeasance

        The obligations of the Issuer and the Guarantors under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the Notes. The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the Notes and have each Guarantor's obligation discharged with respect to its Guarantee ("Legal Defeasance") and cure all then existing Events of Default except for:

        (1)   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 the Indenture;

        (2)   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;

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        (3)   the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer's obligations in connection therewith; and

        (4)   the Legal Defeasance provisions of the Indenture.

        In addition, the Issuer may, at its option and at any time, elect to have its obligations and those of each Guarantor released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuer) described under "—Events of default and remedies" will no longer constitute an Event of Default with respect to the 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 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 any similar and simultaneous deposit relating to other Indebtedness, and, in each case 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 the Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which, the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be

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applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

        (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.

Satisfaction and discharge

        The 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 within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

        (b)   no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to the Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, the Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

        (c)   the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and

        (d)   the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

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

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Amendment, supplement and waiver

        Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes).

        The Indenture will provide that, without the consent of each affected Holder of Notes, an amendment or waiver 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 the covenants described above under the caption "—Repurchase at the option of 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, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

        (5)   make any Note payable in money other than that stated therein;

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

        (7)   make any change in these amendment and waiver provisions;

        (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 the Indenture, modify the Guarantees of any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under "—Certain covenants—Reports and other information") would constitute a Significant Subsidiary), in any manner adverse to the Holders of the Notes.

        Notwithstanding the foregoing, the Issuer, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the 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;

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        (3)   to comply with the covenant relating to mergers, consolidations and sales of assets;

        (4)   to provide for the assumption of the Issuer's or any Guarantor's obligations to the Holders in a transaction that complies with the Indenture;

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

        (6)   to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

        (7)   to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

        (8)   to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

        (9)   to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

        (10) to add a Guarantor under the Indenture;

        (11) to conform the text of the Indenture, Guarantees or the Notes to any provision of this "Description of Exchange Notes" to the extent that an Officer's Certificate is provided to the Trustee stating that such provision in this "Description of Exchange Notes" was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or Notes; or

        (12) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with the 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.

        The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

        Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the Trustee

        The Indenture will contain certain limitations provided in the Trust Indenture Act on the rights of the Trustee thereunder, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest (as defined in the Trust Indenture Act) it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign as provided in the Indenture.

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        The Indenture will provide that the Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture will provide that in case an Event of Default shall occur (which shall not be cured or waived), the Trustee will be required, in the exercise of its rights and powers vested in it by the Indenture, to use under the circumstances, the degree of care of a prudent person in the conduct of such person's own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

        The Indenture, the Notes and any Guarantee will be governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

        Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term "consolidated" with respect to any Person refers to such Person on a consolidated basis in accordance with GAAP, but excluding from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

        "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 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.

        "Acquisition" means the transactions contemplated by the Purchase Agreement.

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

        "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.

        "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 November 1, 2014 (such redemption price being set forth in the table appearing above under the caption "Optional redemption"), plus (ii) all required interest payments due on such Note through November 1, 2014 (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 principal amount of such Note.

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        "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 (including by way of a Sale and Lease-Back Transaction) of the Issuer (other than Equity Interests of the Issuer) or any of its Restricted Subsidiaries (each referred to in this definition as a "disposition"); or

        (2)   the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under "Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" or directors' qualifying shares and shares issued to foreign nationals as required under applicable law), whether in a single transaction or a series of related transactions;

in each case, other than:

        (a)   any disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale or no longer used in the ordinary course of business of the Issuer and its Restricted Subsidiaries;

        (b)   the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described above under "Certain covenants—Merger, consolidation or sale of all or substantially all assets" or any disposition that constitutes a Change of Control pursuant to the Indenture;

        (c)   the making of any Restricted Payment that is permitted to be made, and is made, under the covenant described above under "Certain covenants—Limitation on restricted payments" and the making of any Permitted Investments;

        (d)   any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $5.0 million;

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

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

        (g)   the lease, assignment, sub-lease, license or sublicense of any real or personal property in the ordinary course of business;

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

        (i)    foreclosures, condemnation or any similar action on assets;

        (j)    any disposition of Securitization Assets, or participations therein, in connection with any Qualified Securitization Financing, or the disposition of an account receivable or note receivable in connection with the collection or compromise thereof in the ordinary course of business;

        (k)   the granting of a Lien that is permitted under the covenant described above under "Certain covenants—Liens;"

        (l)    the sale or issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by the covenant described under the caption "Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

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        (m)  any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations, permitted by the Indenture;

        (n)   any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business; and

        (o)   the abandonment of intellectual property rights in the ordinary course of business, which in the good faith determination of the Issuer are not material to the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole.

        "Asset Sale Offer" has the meaning set forth in the fourth paragraph under "Repurchase at the option of holders—Asset sales."

        "Bankruptcy Code" means Title 11 of the United States Code, as amended.

        "Bankruptcy Law" means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

        "Business Day" means each day which is not a Legal Holiday. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

        "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 capital 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.

        "Cash Equivalents" means:

        (1)   United States dollars or in the case of a Foreign Subsidiary, any other foreign currency held by the Issuer and the Restricted Subsidiaries in the ordinary course of business;

        (2)   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 24 months or less from the date of acquisition;

        (3)   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 in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks, and in each case in a currency permitted under clause (1) above;

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        (4)   repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above, and in each case in a currency permitted under clause (1) above;

        (5)   commercial paper rated at least P-2 by Moody's or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof, and in each case in a currency permitted under clause (1) above;

        (6)   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 (or, if at any time neither Moody's nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof and in a currency permitted under clause (1) above;

        (7)   investment funds investing 95% of their assets in securities of the types described in clauses (1) through (6) above;

        (8)   readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody's or S&P with maturities of 24 months or less from the date of acquisition;

        (9)   Indebtedness or Preferred Stock issued by Persons with a rating of "A" or higher from S&P or "A2" or higher from Moody's with maturities of 24 months or less from the date of acquisition and in each case in a currency permitted under clause (1) above;

        (10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody's and in each case in a currency permitted under clause (1) above; and

        (11) credit card receivables and debit card receivables so long as such are considered cash equivalents under GAAP and are so reflected on the Issuer's balance sheet.

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

        "Cash Management Services" means any or the following to the extent not constituting a line of credit (other than an overnight overdraft facility that is not in default): ACH transactions, treasury and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services.

        "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 (other than by way of merger or consolidation), of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than to (i) one or more Permitted Holders or (ii) any Guarantor; or

        (2)   the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by 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), other than one or more Permitted Holders, in a single transaction or in a related series of transactions,

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by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer.

        "Code" means the Internal Revenue Code of 1986, as amended, or 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 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 (v) penalties and interest related to taxes, (w) any Additional Interest with respect to the Notes (x) amortization of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Securitization Facility); plus

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

        (3)   interest income for such period.

        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 net after-tax effect of extraordinary, non-recurring or unusual gains or losses, costs, charges or expenses (less all fees and expenses relating thereto) (including any such amounts relating to the Transactions to the extent incurred on or prior to the date that is the one year anniversary of the Issue Date), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

        (2)   the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

        (3)   any net after-tax effect of income (loss) from disposed, abandoned or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

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        (4)   any net after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions (including sales or other dispositions of assets under a Securitization Facility) other than in the ordinary course of business, as determined in Good Faith by the Issuer, shall be excluded,

        (5)   the Net Income 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 Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to the referent Person or a Restricted Subsidiary thereof in respect of such period (without duplication for purposes of this covenant described under "Certain covenants—Limitation on restricted payments" of any amounts included under clause (3)(d)(i) of the first paragraph of such covenant),

        (6)   solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of "Certain covenants—Limitation on restricted payments," the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, is otherwise restricted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

        (7)   effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in such Person's consolidated financial statements, including adjustments to the inventory, property and equipment, software and other intangible assets (including favorable and unfavorable leases and contracts), 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 the Transactions or any consummated acquisition or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded,

        (8)   any after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

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

        (10) any (i) non-cash compensation charge or expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights and (ii) income (loss) attributable to deferred compensation plans or trusts shall be excluded,

        (11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring costs incurred during such period as a result of any such transaction shall be excluded,

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        (12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transactions in accordance with GAAP, shall be excluded,

        (13) any net unrealized gain or loss resulting from currency translation and gains or losses related to currency remeasurements of Indebtedness (including any unrealized net loss or gain resulting from hedge agreements for currency exchange risk), and

        (14) any net unrealized gains and losses resulting from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standards Codification Topic 815 and related pronouncements shall be excluded.

        In addition, to the extent not already included in the Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under the Indenture.

        Notwithstanding the foregoing, for the purpose of the covenant described under "Certain Covenants—Limitation on restricted payments" only (other than clause (3)(d) thereof of the first paragraph), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) thereof.

        "Consolidated Secured Debt Ratio" means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Issuer's EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

        "Consolidated Total Indebtedness" means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and including, for the avoidance of doubt, all obligations relating to Qualified Securitization Financings) and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all Disqualified Stock and Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if

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such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in Good Faith by the Issuer.

        "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.

        "Credit Facilities" means the Credit Facility under the Credit Agreement entered into as of the Issue Date by and among the Issuer, the lenders party thereto in their capacities as lenders thereunder and J.P. Morgan Securities LLC, as Administrative Agent, 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 "Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" above).

        "Debt Facilities" means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refunding 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 is permitted under "Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock") or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or investor or group of lenders or investors.

        "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; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

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        "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 or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

        "Designated Preferred Stock" means Preferred Stock of the Issuer or any parent company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer's Certificate executed by the principal financial officer of the Issuer or the applicable parent company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the "Certain covenants—Limitation on restricted payments" covenant.

        "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, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

        "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, 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 (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities), plus amounts excluded from the definition of "Consolidated Interest Expense" pursuant to clauses 1(x) through 1(z) thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus

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

        (d)   any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including

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          (i)  such fees, expenses or charges related to the offering of the Notes, the Acquisition and the Credit Facilities and any Securitization Fees, and

         (ii)  any amendment or other modification of the Notes, the Credit Facilities and any Securitization Fees, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

        (e)   any other non-cash charges, expenses or losses reducing Consolidated Net Income for such period (including any impairment charges or the impact of purchase accounting), excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period; plus

        (f)    the amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses paid or accrued in such period to the Sponsor to the extent otherwise permitted under "Certain covenants—Transactions with Affiliates;" plus

        (g)   the amount of "run-rate" cost savings and synergies projected by the Issuer in good faith and certified by the chief financial officer of the Issuer to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) the chief financial officer of the Issuer shall have certified that (x) such cost savings and synergies are reasonably identifiable, factually supportable and reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (y) such actions have been taken and the benefits resulting therefrom are anticipated by the Issuer to be realized within 18 months of the Issue Date, (B) no cost savings or synergies shall be added pursuant to this clause (g) to the extent duplicative of any expenses or charges relating to such cost savings or synergies that are included elsewhere in this definition with respect to such period or duplicative of any pro forma adjustments made pursuant to the definition of "Fixed Charge Coverage Ratio" and (C) the aggregate amount of cost savings and synergies added pursuant to this clause (h) shall not exceed 10% of EBITDA for any period of four consecutive fiscal quarters; plus

        (h)   the amount of loss on sale of Securitization Assets and related assets to the Securitization Subsidiary in connection with a Qualified Securitization Financing; plus

        (i)    any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under "Certain covenants—Limitation on restricted payments;" plus

        (j)    cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus

        (k)   any net loss included in the consolidated financial statements due to the application of Financial Accounting Standards No. 160 "Non-controlling Interests in Consolidated Financial Statements "FAS 160"); plus

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        (l)    rent expense as determined in accordance with GAAP not actually paid in cash during such period (net of rent expense paid in cash during such period over and above rent expense as determined in accordance with GAAP); plus

        (m)  realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Issuer and its Restricted Subsidiaries;

        (n)   net realized losses from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements;

        (2)   decreased (without duplication) by: (a) 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 any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period; plus (b) realized foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Issuer and its Restricted Subsidiaries; plus (c) any net realized income or gains from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements, plus (d) any net income included in the consolidated financial statements due to the application of FAS 160, plus (e) rent expense actually paid in cash during such period (net of rent expense paid in cash during such period in an amount equal to rent expense determined in accordance with GAAP) and

        (3)   increased or decreased by (without duplication), as applicable, any adjustments resulting from the application of Accounting Standards Codification Topic 460 or any comparable regulation.

        "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-4 or Form S-8;

        (2)   issuances to any Subsidiary of the Issuer; and

        (3)   any such public or private sale that constitutes an Excluded Contribution.

        "Event of Default" has the meaning set forth under "Events of default and remedies." "Excess Proceeds" has the meaning set forth in the fourth paragraph under "Repurchase at the option of holders—Asset sales." "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder,

        "Excluded Contribution" means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from

        (1)   contributions to its common equity capital, and

        (2)   the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

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in each case designated as Excluded Contributions pursuant to an Officer's Certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph under "Certain covenants—Limitation on restricted payments."

        "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 unless 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 four-quarter period.

        For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter 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 charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter 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 operations 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 operations had occurred at the beginning of the applicable four-quarter period.

        For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be (x) made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings and operating expense reductions resulting from such Investment, acquisition, merger or consolidation (including the Transactions) or discontinued operations which is being given pro forma effect that have been or are expected to be realized or (y) determined in accordance with Regulation S-X. 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

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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, 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 during such period; and

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

        "Foreign Subsidiary" means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

        "Foreign Subsidiary Total Assets" means the total assets of the Foreign Subsidiary or Subsidiaries that are not Guarantors, as determined in accordance with GAAP in good faith by the Issuer, without intercompany eliminations between such Foreign Subsidiaries and the Issuer and its other Subsidiaries, determined on a pro forma basis in a manner consistent with the pro forma basis contained in the definition of Fixed Charge Coverage Ratio.

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

        "Good Faith by the Issuer" means the decision in good faith by a responsible financial officer of the Issuer; provided that (a) if such decision involves a determination of fair market value in excess of $1.0 million, the decision is made in good faith by the Senior Management of the Issuer and (b) if such decision involves a determination of fair market value in excess of $10.0 million, the decision is made in good faith by the board of directors of the Issuer.

        "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,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

        "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 the Indenture and the Notes.

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        "Guarantor" means each Restricted Subsidiary of the Issuer that provides a Guarantee of the Notes.

        "Hedging Obligations" means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies.

        "Holder" means the Person in whose name a Note is registered on the registrar's books.

        "Indebtedness" means, with respect to any Person, without duplication:

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

        (a)   in respect of borrowed money;

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

        (c)   representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business (and with respect to commercial letters of credit repaid in a timely manner) and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable; 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 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, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include Contingent Obligations incurred in the ordinary course of business. For the avoidance of doubt, Indebtedness does not include Cash Management Services.

        "Independent Financial Advisor" means an independent accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses 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.

        "Initial Purchasers" means J.P. Morgan Securities LLC, RBC Capital Markets Corporation and Natixis Securities North America Inc. as initial purchasers of the Old Notes.

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        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, or, in either case, an equivalent rating by any other Rating Agency.

        "Investment Grade Securities" means:

        (1)   securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

        (2)   debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;

        (3)   investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

        (4)   corresponding instruments in countries other than the United States customarily utilized for high quality investments.

        "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, credit card and debit card receivables, 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 the covenant described under "Certain covenants—Limitation on restricted payments."

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

        (a)   the Issuer's "Investment" in such Subsidiary at the time of such redesignation; less

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

        (2)   any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in Good Faith by the Issuer.

        "Issue Date" means November 5, 2010.

        "Issuer" has the meaning set forth in the first paragraph under "General" and its permitted successors.

        "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.

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        "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.

        "Moody's" means Moody's Investors Service, Inc. and any successor to its rating agency business.

        "Net Income" means, with respect to any Person, the net income (loss) of such Person, determined 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, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof; taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness secured by a Lien on the assets disposed of required (other than required by clause (1) of the second paragraph of "Repurchase at the option of holders—Asset sales") to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its 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 its 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 associated with such transaction.

        "Non-Guarantor Subsidiary" means any Restricted Subsidiary that is not a Guarantor.

        "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), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers' 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.

        "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 or the Secretary of the Issuer or any other Person, as the case may be.

        "Officer's Certificate" means a certificate signed on behalf of the Issuer by an Officer of the Issuer or on behalf of any other Person, as the case may be, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer or such other Person, that meets the requirements set forth in the Indenture.

        "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee and that meets the requirements set forth in the indenture. The counsel may be an employee of or counsel to the Issuer or the Trustee.

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        "Permitted Asset Swap" means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalent received must be applied in accordance with the "Repurchase at the option of holders—Asset sales" covenant.

        "Permitted Holders" means the Sponsor and members of management of the Issuer (or its direct parent) who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, the Sponsor and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies held by such group. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

        "Permitted Investments" means:

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

        (2)   any Investment in cash and Cash Equivalents or Investment Grade Securities;

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

        (a)   such Person becomes a Restricted Subsidiary; or

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

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

        (4)   any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of "Repurchase at the option of holders—Asset sales" or any other disposition of assets not constituting an Asset Sale;

        (5)   any Investment existing on the Issue Date and any extension, modification, replacement or renewal of any such 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 increases 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 (or as subsequently amended or otherwise modified in a manner not disadvantageous to the Holders of the Notes in any material respect);

        (6)   any Investment acquired by the Issuer or any of its Restricted Subsidiaries:

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

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

        (7)   Hedging Obligations permitted under clause (10) of the second paragraph of the covenant described in "Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock;"

        (8)   any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed the greater of (x) $10.0 million and (y) 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

        (9)   Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in "Certain covenants—Limitation on restricted payments;"

        (10) guarantees of Indebtedness permitted under the covenant described in "Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock;"

        (11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under "Certain covenants—Transactions with Affiliates" (except transactions described in clauses (2), (5), (9), (11) and (15) of such paragraph);

        (12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

        (13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) 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 (x) $10.0 million and (y) 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

        (14) Investments relating to a Securitization Subsidiary that, in the good faith determination of the Issuer are necessary or advisable to effect any Qualified Securitization Financing;

        (15) advances to, or guarantees of Indebtedness of, officers, directors and employees not in excess of $2.0 million outstanding at any one time, in the aggregate;

        (16) 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 or consistent with past practices or to fund such Person's purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof;

        (17) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons; and

        (18) contributions to a "rabbi" trust for the benefit of employees within the meaning of Revenue Procedure 92-64 or other grantor trust subject to the claims of creditors in the case of a bankruptcy of the Issuer.

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        "Permitted Liens" means, with respect to any Person:

        (1)   pledges or deposits by such Person under workmen's 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, materialmen's, repairmen'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 if 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 which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, or for property taxes on property that the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claims is to such property;

        (4)   Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers' acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business;

        (5)   minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) 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 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 the second paragraph under "Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock;" provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (18) extend only to the assets of Foreign Subsidiaries;

        (7)   Liens existing on the Issue Date (with the exception of Liens securing the Credit Facilities, on the Issue Date, which will be deemed incurred pursuant to clause (33) of this definition);

        (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

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its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger or consolidation; 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 the covenant described under "Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock;"

        (11) Liens securing Hedging Obligations and Cash Management Services so long as related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such 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 on Securitization Assets and related assets incurred in connection with a Qualified Securitization Financing;

        (18) 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 (7), (8) and (9); 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, if greater, committed amount of the Indebtedness described under clauses (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

        (19) deposits made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements in the ordinary course of business;

        (20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $15.0 million at any one time outstanding;

        (21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption "Events of default and remedies" 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;

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

        (23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code 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 set-off) and which are within the general parameters customary in the banking industry;

        (24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under "Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

        (25) 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;

        (26) 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;

        (27) Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;

        (28) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

        (29) restrictive covenants affecting the use to which real property may be put; provided, however, that the covenants are complied with;

        (30) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

        (31) zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

        (32) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

        (33) Liens securing Indebtedness permitted to be incurred under Debt Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the second paragraph under "Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock;" and

        (34) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to the covenant described under "Certain covenants—Limitation on incurrence

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of indebtedness and issuance of disqualified stock and preferred stock;" provided that, with respect to Liens securing Obligations permitted under this clause (34), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.25 to 1.0.

        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.

        "Purchase Agreement" means the Purchase and Sale Agreement, dated as of September 21, 2010, among The Clorox Company and Viking Acquisition, Inc., as the same may be amended prior to the Issue Date.

        "Qualified Proceeds" means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined in Good Faith by the Issuer.

        "Qualified Securitization Financing" means any Securitization Facility of a Securitization Subsidiary that meets the following conditions: (i) the board of managers or directors of the Issuer shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and its Restricted Subsidiaries, (ii) all sales of Securitization Assets and related assets by the Issuer or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at fair market value (as determined in Good Faith by the Issuer), (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings and (iv) the Obligations under such Securitization Facility are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary). The grant of a security interest in any Securitization Assets of the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Credit Facilities shall not be deemed a Qualified Securitization Financing.

        "Rating Agencies" means Moody's and S&P or if Moody's or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody's or S&P or both, as the case may be.

        "Registration Rights Agreement" means (i) the Registration Rights Agreement related to the Notes dated as of the Issue Date, among the Issuer, the Guarantors and the initial purchasers party thereto, as amended or supplemented, and (ii) any other registration rights agreement entered into in connection with the issuance of Additional Notes in a private offering by the Issuer after the Issue Date.

        "Related Business Assets" means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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        "Restricted Investment" means an Investment other than a Permitted Investment.

        "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."

        "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

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

        "SEC" means the U.S. Securities and Exchange Commission.

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

        "Securitization Asset" means any accounts receivable, real estate asset, mortgage receivables or related assets, in each case subject to a Securitization Facility.

        "Securitization Facility" means any of one or more securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, pursuant to which the Issuer or any of its Restricted Subsidiaries sells its Securitization Assets to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells Securitization Assets to a Person that is not a Restricted Subsidiary.

        "Securitization Fees" means distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Qualified Securitization Financing.

        "Securitization Repurchase Obligation" means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

        "Securitization Subsidiary" means any Subsidiary in each case formed for the purpose of and that solely engages in one or more Qualified Securitization Financings and other activities reasonably related thereto.

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

        "Senior Indebtedness" means:

        (1)   all Indebtedness of the Issuer or any Guarantor outstanding under the Credit Facilities or Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or

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any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

        (2)   all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of the Indenture;

        (3)   any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and

        (4)   all Obligations with respect to the items listed in the preceding clause (1), (2) and (3); provided, however, that Senior Indebtedness shall not include:

        (a)   any obligation of such Person to the Issuer or any of its Subsidiaries;

        (b)   any liability for federal, state, local or other taxes owed or owing by such Person;

        (c)   any accounts payable or other liability to trade creditors arising in the ordinary course of business;

        (d)   any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such person; or

        (e)   that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture.

        "Senior Management" means the Chief Executive Officer and the Chief Financial Officer of the Issuer.

        "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.

        "Sponsor" means Avista Capital Holdings, L.P., and each of its Affiliates but not including, however, any portfolio companies of any of the foregoing.

        "Sponsor Management Agreement" means the management agreement between certain of the management companies associated with the Sponsor and the Issuer.

        "Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to be customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

        "Subordinated Indebtedness" means, with respect to the Notes,

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

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        (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.

        "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, as of any date, the total consolidated 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, determined on a pro forma basis contained in the definition of Fixed Charge Coverage Ratio.

        "Transaction Expenses" means any fees or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the Transactions, including payments to officers, employees and members of the board of managers or directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options, restricted stock and deferred compensation.

        "Transactions" means the transactions contemplated by the Purchase Agreement, the issuance of the Notes and borrowings under the Credit Facilities as in effect on 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 November 1, 2014; provided, however, that if the period from the Redemption Date to November 1, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-777bbbb).

        "Unrestricted Subsidiary" means:

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

        (2)   any Subsidiary of an Unrestricted Subsidiary.

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

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

        (2)   such designation complies with the covenants described under "Certain covenants—Limitation on restricted payments;" and

        (3)   each of:

        (a)   the Subsidiary to be so designated; and

        (b)   its Subsidiaries

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

        The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and the Issuer or the relevant Restricted Subsidiary would be able to incur such Indebtedness pursuant to the covenant described under "Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified and preferred stock," on a pro forma basis taking into account such designation.

        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.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

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

        (2)   the sum of all such payments.

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

171

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

        The following is a summary of certain United States federal income tax considerations relating to the exchange of Old Notes for Exchange Notes in the exchange offer. It does not contain a complete analysis of all the potential tax considerations relating to the exchange. This summary is limited to holders of Old Notes who hold the Old Notes as "capital assets" (in general, assets held for investment). Special situations, such as the following, are not addressed:

•

tax consequences to holders who may be subject to special tax treatment, such as tax-exempt entities, dealers in securities or currencies, banks, other financial institutions, insurance companies, regulated investment companies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings or corporations that accumulate earnings to avoid United States federal income tax;

•

tax consequences to persons holding notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle or other risk reduction transaction;

•

tax consequences to holders whose "functional currency" is not the United States dollar;

•

tax consequences to persons who hold notes through a partnership or similar pass-through entity;

•

United States federal gift tax, estate tax or alternative minimum tax consequences, if any; or

•

any state, local or non-United States tax consequences.

        The discussion below is based upon the provisions of the Code, existing and proposed Treasury regulations promulgated thereunder, and rulings, judicial decisions and administrative interpretations thereunder, as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those discussed below.

Consequences of Tendering Old Notes

        The exchange of your Old Notes for Exchange Notes in the exchange offer should not constitute an exchange for United States federal income tax purposes because the Exchange Notes should not be considered to differ materially in kind or extent from the Old Notes. Accordingly, the exchange offer should have no United States federal income tax consequences to you if you exchange your Old Notes for Exchange Notes. For example, there should be no change in your tax basis and your holding period should carry over to the Exchange Notes. In addition, the United States federal income tax consequences of holding and disposing of your Exchange Notes should be the same as those applicable to your Old Notes.

The preceding discussion of certain United States federal income tax considerations of the exchange offer is for general information only and is not tax advice. Accordingly, each investor should consult its own tax advisor as to particular tax consequences to it of exchanging Old Notes for Exchange Notes, including the applicability and effect of any state, local or non-United States tax laws, and of any proposed changes in applicable laws.

172

CERTAIN ERISA CONSIDERATIONS

        The following is a summary of certain considerations associated with the purchase of the Notes by employee benefit plans that are subject to Title I of ERISA, plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of the Code or ERISA, collectively "Similar Laws," and entities whose underlying assets are considered to include "plan assets" of any such plan, account or arrangement (each, a "Plan").

General fiduciary matters

        ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an "ERISA Plan") and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

        In considering an investment in the Notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary's duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited transaction issues

        Section 406 of ERISA and Section 4975 of the Code prohibit ERISA plans from engaging in specified transactions involving Plan assets with persons or entities who are "parties in interest," within the meaning of ERISA, or "disqualified persons," within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of Notes by an ERISA Plan with respect to which the issuer, the initial purchasers, or the subsidiary guarantors are considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, ("PTCEs") that may apply to the acquisition and holding of the Notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975 of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any ERISA Plan involved in the transaction and provided further that the ERISA Plan pays no more than adequate consideration in connection with the transaction. There can be no assurance that all of the conditions of any such exemptions will be satisfied.

173

        Because of the foregoing, the Notes should not be purchased or held by any person investing "plan assets" of any Plan, unless such purchase and holding (and the exchange of Old Notes for Exchange notes) will not constitute a non-exempt prohibited transaction under ERISA and the Code or similar violation of any applicable Similar Laws.

Representation

        Accordingly, by acceptance of Notes each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the Exchange Notes constitutes assets of any Plan or (ii) the acquisition and holding of the Notes (and the exchange of Old Notes for Exchange Notes) by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable Similar Laws.

        The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing the Notes (and holding the Notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the purchase and holding of the Notes.

174

PLAN OF DISTRIBUTION

        Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of Exchange Notes.

        This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Old Notes if the Old Notes were acquired as a result of market making activities or other trading activities.

        We have agreed to make this prospectus, as amended or supplemented, available to any broker-dealer to use in connection with any such resale for a period of at least 180 days after the expiration date. In addition, until (90 days after the date of this prospectus), all broker-dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of Exchange Notes by broker- dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions:

•

in the over-the-counter market;

•

in negotiated transactions; or

•

through the writing of options on the Exchange Notes or a combination of such methods of resale.

        These resales may be made:

•

at market prices prevailing at the time of resale;

•

at prices related to such prevailing market prices; or

•

at negotiated prices.

        Any such resale may be made directly to purchasers or to or through brokers or dealers. Brokers or dealers may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Notes. An "underwriter" within the meaning of the Securities Act includes:

•

any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the exchange offer; or

•

any broker or dealer that participates in a distribution of such Exchange Notes.

        Any profit on any resale of Exchange Notes and any commissions or concessions received by any persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of not less than 180 days after the expiration of the exchange offer we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to performance of our obligations in connection with the exchange offer, other than commissions or concessions of any brokers or dealers. We will indemnify the holders of the Exchange Notes (including any broker- dealers) against certain liabilities, including liabilities under the Securities Act, and will contribute to payments that they may be required to make in request thereof.

175

LEGAL MATTERS

        The validity of the Exchange Notes and the guarantees offered in this prospectus will be passed upon for us by Kirkland & Ellis LLP, New York, New York (a limited liability partnership that includes professional corporations).

EXPERTS

        Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements at December 31, 2010 and 2011 and for the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, and our combined financial statements at June 30, 2010 and November 4, 2010 and for the years ended June 30, 2009 and 2010 and the period from July 1, 2010 to November 4, 2010, as set forth in their report. We've included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing.

AVAILABLE INFORMATION

        We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the Exchange Notes being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us or the Exchange Notes, we refer you to the registration statement. If we have made references in this prospectus to any contracts, agreements or other documents and also filed any of those contracts, agreements or documents as exhibits to the registration statement, you should read the relevant exhibit for a more complete understanding of the document or matter involved.

        We are not currently subject to the informational requirements of the Exchange Act. However, as a result of exchange offer, we will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, will be required to file reports and other information with the SEC. The registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC at 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC's home page on the Internet (http://www.sec.gov). The registration statement, and our periodic and current reports are also available free of charge on our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information on our website and on the SEC's website is not a part of this prospectus. You can also request a copy of the registration statement, and our periodic and current reports by making a written or oral request to us. Any such request should be directed to Armored Autogroup Inc., 39 Old Ridgebury Road, Danbury, Connecticut 06810, Attention: Legal Department. Our telephone number is (203) 205-2900.

        Under the terms of the Indenture, we have agreed that, whether or not we are required to do so by the rules and regulations of the SEC, for so long as any of the Notes remain outstanding, we will furnish to the trustee and holders of the Notes the information specified therein in the manner specified therein. See "Description of Exchange Notes."

176

INDEX TO FINANCIAL STATEMENTS
Financial Statements of Armored AutoGroup, Inc.
and Subsidiaries

Audited Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of June 30, 2010, November 4, 2010 and December 31, 2010 and 2011	F-3
Statements of Operations for the years ended June 30, 2009 and 2010, the period from July 1, 2010 to November 4, 2010, the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011	F-4
Statements of Equity and Comprehensive Income (Loss) for the years ended June 30, 2009 and 2010, the period from July 1, 2010 to November 4, 2010, the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011	F-5
Statements of Cash Flows for the years ended June 30, 2009 and 2010, the period from July 1, 2010 to November 4, 2010, the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011	F-6
Notes to Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors of Armored AutoGroup, Inc.

        We have audited the accompanying consolidated balance sheets of Armored AutoGroup Inc. (the "Successor") as of December 31, 2010 and 2011, and the related consolidated statements of operations, equity and comprehensive income (loss), and cash flows for the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011. We have also audited the related combined balance sheets of The Auto-Care Products Business, excluding the Prestone and YPF brands, a Business of The Clorox Company (collectively, the "Predecessor"), as of June 30, 2010 and November 4, 2010 and the combined statements of operations, equity and comprehensive income (loss), and cash flows, for the years ended June 30, 2009 and 2010 and for the period from July 1, 2010 to November 4, 2010. As discussed in Note 1, the combined financial statements of the Predecessor have been carved-out from The Clorox Company's consolidated financial statements to present the historical financial position, results of operations and cash flows of the Predecessor. These financial statements are the responsibility of the Company's Successor and Predecessor management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Successor or Predecessor Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Successor or Predecessor Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used, and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Successor at December 31, 2010 and 2011, and the consolidated results of its operations and its cash flows for the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011 and the combined financial position of the Predecessor at June 30, 2010 and November 4, 2010 and the combined results of its operations and its cash flows for the years ended June 30, 2009 and 2010 and for the period from July 1, 2010 to November 4, 2010, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

San Francisco, California
March 29, 2012, except for Notes 3, 16 and 17, as to which the date is April 10, 2012

F-2

Armored AutoGroup Inc.

BALANCE SHEETS

(In thousands, except share and per share amounts)

	COMBINED						CONSOLIDATED
	June 30, 2010			November 4, 2010			December 31, 2010			December 31, 2011
	(Predecessor)			(Predecessor)			(Successor)			(Successor)
ASSETS
Current assets:
Cash	$	—		$	—		$	31,701		$	4,935
Accounts receivable, net		73,977			58,461			35,648			54,300
Inventory		34,590			39,918			38,222			37,250
Due from Clorox		—			—			1,674			11,727
Other current assets		3,628			2,407			3,586			9,937
Total current assets		112,195			100,786			110,831			118,149
Property, plant and equipment, net		12,857			13,606			21,712			29,905
Goodwill		346,804			347,233			385,234			384,793
Intangible assets, net		11,993			11,992			425,352			388,175
Deferred financing costs and other assets		747			48			7,789			6,454
Total assets	$	484,596		$	473,665		$	950,918		$	927,476
LIABILITIES AND EQUITY
Current liabilities:
Book overdraft	$	—		$	—		$	—		$	1,987
Accounts payable		20,503			12,367			12,186			8,606
Accrued expenses and other liabilities		14,244			12,141			17,405			22,614
Income taxes payable		32,435			6,922			167			1,821
Due to Parent		—			—			—			795
Notes payable, current portion		—			—			645			470
Total current liabilities		67,182			31,430			30,403			36,293
Notes payable, less current portion and discount		—			—			554,332			553,861
Other liabilities		776			900			2,500			2,500
Deferred income taxes		6,229			7,310			125,941			116,489
Total liabilities		74,187			39,640			713,176			709,143
Commitments and contingencies (Note 8)
Equity:
Net Clorox investment		411,468			434,936			—			—
Common stock ($0.01 par value, one thousand shares authorized, one thousand shares outstanding at December 31, 2010 and 2011)		—			—			—			—
Additional paid-in capital		—			—			260,218			260,484
Accumulated deficit		—			—			(22,116	)		(39,784	)
Accumulated other comprehensive loss		(1,059	)		(911	)		(360	)		(2,367	)
Total equity		410,409			434,025			237,742			218,333
Total liabilities and equity	$	484,596		$	473,665		$	950,918		$	927,476

The accompanying notes are an integral part of these financial statements.

F-3

Armored AutoGroup Inc.

STATEMENTS OF OPERATIONS

(In thousands)

	COMBINED							CONSOLIDATED
					Period from July 1, 2010 to November 4, 2010			Period from November 5, 2010 to December 31, 2010
	Year ended June 30,
											Year ended December 31, 2011
	2009		2010
	(Predecessor)		(Predecessor)		(Predecessor)			(Successor)			(Successor)
Net sales	$	292,391	$	299,537	$	94,341		$	35,014		$	281,317
Cost of products sold		156,657		147,672		50,201			20,583			153,114
Cost of products sold—acquisition related		—		—		—			7,229			4,439
Gross profit		135,734		151,865		44,140			7,202			123,764
Operating expenses:
Selling and administrative expenses		31,040		34,028		10,916			5,422			40,240
Advertising costs		25,163		23,994		7,582			2,240			24,699
Research and development costs		3,591		3,289		1,063			609			2,307
Amortization of acquired intangible assets		2		3		1			5,709			36,701
Acquisition-related charges		—		—		—			16,026			1,020
Restructuring costs (benefits)		994		11		(146	)		—			—
Total operating expenses		60,790		61,325		19,416			30,006			104,967
Operating profit (loss)		74,944		90,540		24,724			(22,804	)		18,797
Non-operating expenses (income):
Interest expense		—		—		—			7,350			48,090
Other expense (income)		758		238		(128	)		212			80
Earnings (loss) before income taxes		74,186		90,302		24,852			(30,366	)		(29,373	)
Provision (benefit) for income taxes		26,626		34,277		8,728			(8,250	)		(11,705	)
Net earnings (loss)	$	47,560	$	56,025	$	16,124		$	(22,116	)	$	(17,668	)

The accompanying notes are an integral part of these financial statements.

F-4

Armored AutoGroup Inc.

STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME (LOSS)

(In thousands)

				Accumulated Other Comprehensive Income (Loss)
PREDECESSOR (COMBINED)	Net Clorox Investment			Currency Translation			Derivatives			Total Accumulated Other Comprehensive Income (Loss)			Total Equity			Total Comprehensive Income
Balance at June 30, 2008	$	390,184		$	(13	)	$	3,510		$	3,497		$	393,681
Net earnings		47,560			—			—			—			47,560		$	47,560
Net distributions to Clorox		(52,016	)		—			—			—			(52,016	)		—
Share-based compensation		1,940			—			—			—			1,940			—
Translation adjustments, net of tax of $406		—			(2,196	)		—			(2,196	)		(2,196	)		(2,196	)
Change in valuation of derivatives and amortization of hedge contracts, net of tax of $2,390		—			—			(3,828	)		(3,828	)		(3,828	)		(3,828	)
Other		(23	)		—			—			—			(23	)		—
Balance at June 30, 2009		387,645			(2,209	)		(318	)		(2,527	)		385,118		$	41,536
Net earnings		56,025			—			—			—			56,025		$	56,025
Net distributions to Clorox		(34,227	)		—			—			—			(34,227	)		—
Share-based compensation		2,025			—			—			—			2,025			—
Translation adjustments, net of tax of $262		—			526			—			526			526			526
Change in valuation of derivatives and amortization of hedge contracts, net of tax of $575		—			—			942			942			942			942
Balance at June 30, 2010		411,468			(1,683	)		624			(1,059	)		410,409		$	57,493
Net earnings		16,124			—			—			—			16,124		$	16,124
Net contributions from Clorox		6,758			—			—			—			6,758			—
Share-based compensation		586			—			—			—			586			—
Translation adjustments		—			111			—			111			111			111
Change in valuation of derivatives and amortization of hedge contracts		—			—			37			37			37			37
Balance at November 4, 2010	$	434,936		$	(1,572	)	$	661		$	(911	)	$	434,025		$	16,272

	Common Stock						Accumulated Other Comprehensive Loss
					Additional Paid-in Capital					Accumulated Deficit			Total Equity			Total Comprehensive Loss
SUCCESSOR (CONSOLIDATED)	Shares		Amount
Balance at November 5, 2010		—	$	—	$	—	$	—		$	—		$	—
Issuance of common stock		1		—		258,800		—			—			258,800
Contribution of capital by Parent		—		—		1,400		—			—			1,400
Share-based compensation		—		—		18		—			—			18
Translation adjustments		—		—		—		(360	)		—			(360	)	$	(360	)
Net loss		—		—		—		—			(22,116	)		(22,116	)		(22,116	)
Balance at December 31, 2010		1		—		260,218		(360	)		(22,116	)		237,742		$	(22,476	)
Share-based compensation		—		—		266		—			—			266
Translation adjustments		—		—		—		(2,007	)		—			(2,007	)	$	(2,007	)
Net loss		—		—		—		—			(17,668	)		(17,668	)		(17,668	)
Balance at December 31, 2011		1	$	—	$	260,484	$	(2,367	)	$	(39,784	)	$	218,333		$	(19,675	)

The accompanying notes are an integral part of these financial statements.

F-5

Armored AutoGroup Inc.

STATEMENTS OF CASH FLOWS

(In thousands)

	COMBINED
										CONSOLIDATED
	Year ended June 30,
							Period from July 1, 2010 to November 4, 2010			Period from November 5, 2010 to December 31, 2010			Year ended December 31, 2011
	2009			2010
	(Predecessor)			(Predecessor)			(Predecessor)			(Successor)			(Successor)
Cash flows from operating activities:
Net earnings (loss)	$	47,560		$	56,025		$	16,124		$	(22,116	)	$	(17,668	)
Adjustments:
Depreciation and amortization		2,191			2,410			892			6,834			45,262
Share-based compensation		1,940			2,025			586			18			266
Deferred income taxes		432			591			1,729			(8,418	)		(14,126	)
Restructuring		703			256			85			—			—
Other		(1,179	)		38			288			1,508			375
Cash effects of changes, net of acquisition effects in:
Receivables, net		8,155			(31,616	)		15,516			(32,514	)		(18,934	)
Inventory		4,781			(3,945	)		(5,327	)		13,365			972
Due from Clorox		—			—			—			(1,674	)		(10,053	)
Other current assets		(301	)		225			433			(35	)		(476	)
Book overdraft		—			—			—			—			1,987
Accounts payable and accrued liabilities		(1,052	)		4,647			(10,108	)		26,271			2,299
Income taxes payable		(8,807	)		5,883			(25,513	)		167			306
Net cash provided by (used in) operating activities		54,423			36,539			(5,295	)		(16,594	)		(9,790	)
Cash flows from investing activities:
Capital expenditures		(1,443	)		(2,312	)		(1,463	)		(1,539	)		(13,011	)
Acquisition, net		—			—			—			(754,616	)		—
Other		(964	)		—			—			—			—
Net cash used in investing activities		(2,407	)		(2,312	)		(1,463	)		(756,155	)		(13,011	)
Cash flows from financing activities:
Proceeds from issuance of common stock		—			—			—			258,800			—
Borrowings under term loan facility, net of discount		—			—			—			290,250			—
Borrowings under revolver		—			—			—			—			29,500
Payments on revolver		—			—			—			—			(29,500	)
Principal payments on notes payable		—			—			—			—			(3,000	)
Proceeds from bond issuance, net of discount		—			—			—			264,375			—
Advance from Parent		—			—			—			—			795
Deferred financing costs		—			—			—			(8,959	)		(670	)
Net (distributions to) contributions from Clorox		(52,016	)		(34,227	)		6,758			—			—
Net cash (used in) provided by financing activities		(52,016	)		(34,227	)		6,758			804,466			(2,875	)
Effect of exchange rate on cash		—			—			—			(16	)		(1,090	)
Net increase (decrease) in cash		—			—			—			31,701			(26,766	)
Cash at beginning of period		—			—			—			—			31,701
Cash at end of period	$	—		$	—		$	—		$	31,701		$	4,935
Supplemental cash flow disclosures:
Cash paid for interest	$	—		$	—		$	—		$	1,550		$	40,866
Cash paid for income taxes	$	—		$	—		$	—		$	—		$	2,116

The accompanying notes are an integral part of these financial statements.

F-6

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS

Note 1—The Company and Summary of Significant Accounting Policies

The Company

        Armored AutoGroup Inc. ("Armored AutoGroup, Inc.," "Armored AutoGroup", "AAG" or "The Company") is a consumer products company consisting primarily of Armor All and STP, two of the most recognizable brands in the automotive aftermarket appearance products and performance products categories, respectively. Armored AutoGroup delivers its products to distributors, resellers and end users (collectively the customers) through its direct operations in the United States, Canada, Australia, and the United Kingdom and distributor relationships in approximately 50 countries. The Armor All and STP brands offer a myriad of automotive appearance and performance products that can be found in most of the major developed countries around the world.

        The Company was formerly known as The Auto-Care Products Business, excluding the Prestone and YPF licensed brands, a business product line of The Clorox Company ("Clorox") that operated through various Clorox wholly owned or controlled legal entities throughout the world. Herein, this business is referred to as the "Predecessor".

        On November 5, 2010, affiliates of Avista Capital Holdings, L.P. ("Avista") acquired the Predecessor from Clorox pursuant to the terms of a Purchase and Sale Agreement dated September 21, 2010 (the "Acquisition"). After completion of the Acquisition, the Purchaser renamed the Predecessor as "Armored AutoGroup" ("Successor"). Armored AutoGroup Parent, Inc. ("AAG Parent" or "Parent") indirectly owns all of AAG's issued and outstanding capital stock through its direct subsidiary and AAG's direct parent, Armored AutoGroup Intermediate Inc.

        References to "Armored AutoGroup" or "The Company" herein, refer collectively to both the Predecessor and Successor as well as all of their consolidated subsidiaries, unless otherwise specified.

Basis of Presentation

        The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The fiscal year-end for the Predecessor was June 30. Subsequent to the Acquisition, the Successor changed its fiscal year end from June 30 to December 31. The accompanying consolidated financial statements of the Successor include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

        The combined financial statements for the years ended June 30, 2009 and 2010 and the period from July 1, 2010 to November 4, 2010, ("Predecessor fiscal year" or "Predecessor period") have been prepared on a "carve-out" basis from Clorox's consolidated financial statements using historical results of operations, assets and liabilities attributable to the Predecessor, and include allocations of certain expenses from Clorox. The Predecessor has eliminated from its financial results all intercompany transactions between entities included in the combination.

        The combined financial statements of the Predecessor may not be indicative of the Company's future performance and do not necessarily reflect what its combined results of operations, financial position and cash flows would have been had the Predecessor operated as an independent company during the periods presented. To the extent that an asset, liability, revenue or expense is associated with the Predecessor, it is reflected in the Predecessor's combined financial statements.

F-7

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

        During the Predecessor periods presented, the total equity represented Clorox's interest in the recorded net assets of the Predecessor, plus other comprehensive income or loss. The net Clorox investment balance represented the cumulative net investment by Clorox in the Predecessor through that date and included cumulative operating results. In addition, allocated expenses and settlement of intercompany transactions were also included in Clorox's net investment.

        Clorox provided certain corporate services to the Predecessor and costs associated with these services have been allocated to the Company. AAG believes such allocations are reasonable; however, they may not be indicative of the actual expense that would have been incurred had the Predecessor been operating independent of Clorox for the periods presented. The charges for these services are included primarily in "selling and administrative expenses" in the Predecessor's combined statements of operations (see Note 2). Subsequent to the Acquisition, Clorox continued to provide certain significant services to the Company under a Transition Services Agreement. On November 1, 2011, the Company completed the transition of its North American and export operations from Clorox provisioning to stand-alone operations. The Company expects to complete the transition of its international operations to stand-alone operations in fiscal 2012.

        The Successor applied purchase accounting and began a new basis of accounting starting in the period from November 5, 2010 to December 31, 2010 and continuing through the year ended December 31, 2011 ("Successor periods"). As a result of purchase accounting, the Predecessor periods and Successor period financial statements are not directly comparable.

Recent Accounting Pronouncements

        In September 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-08, Testing Goodwill for Impairment ("ASU 2011-08"), which changes the way a company completes its annual impairment review process. The provisions of this pronouncement provide an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. ASU 2011-08 allows an entity the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. The pronouncement does not change the current guidance for testing other indefinite-lived intangible assets for impairment. This standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company will adopt this pronouncement in fiscal 2012 and does not expect the adoption of ASU 2011-08 to have a material effect on its financial position or results of operations.

        In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income ("ASU 2011-05"), which will require companies to present the components of net income and other comprehensive income either in a single continuous statement or in two separate but consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. The pronouncement does not change the current option for presenting components of other comprehensive income, gross or net of the effect of income taxes, provided that such tax effects are presented in the statement in which other comprehensive income is presented or disclosed in the notes to the financial statements. The pronouncement does not affect the calculation or reporting of earnings per share. The pronouncement also does not change the

F-8

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

items which must be reported in other comprehensive income, how such items are measured, or when they must be reclassified to net income. This standard is effective for reporting periods beginning after December 15, 2011. Early adoption is permitted. The Company will adopt this pronouncement in the first quarter of 2012 and it will have no effect on its financial position or results of operations, but will impact the way the Company presents comprehensive income.

        In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2011-04"), which is intended to result in convergence between U.S. GAAP and International Financial Reporting Standards requirements for measurement of, and disclosures about, fair value. ASU 2011-04 clarifies or changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This pronouncement is effective for reporting periods beginning after December 15, 2011, with early adoption prohibited for public companies. The new guidance will require prospective application. The Company will adopt this pronouncement in the first quarter of 2012 and does not expect its adoption to have a material effect on its financial position or results of operations.

Use of Estimates

        The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. Specific areas, among others, requiring the application of management's estimates and judgment include assumptions pertaining to allowances for excess and obsolete inventory, provisions for cash discounts on amounts due from customers, share-based compensation awards, fair values assigned to assets acquired and liabilities assumed in connection with the Acquisition (see Note 3), accruals for consumer and trade-promotion programs, future product volume and pricing estimates, future cost trends, future cash flows associated with impairment testing of goodwill and other long-lived assets, creditworthiness of customers, potential income tax assessments and Predecessor period allocations of various expenses and other balances that were historically maintained by Clorox. Actual results could differ materially from the estimates and assumptions made.

Reclassifications

        Certain reclassifications have been made in the prior consolidated financial statements to conform to the current year presentation. These reclassifications did not change the previously reported net earnings (loss) of the Company.

Concentration of Risk

        Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable for both Predecessor and Successor periods and derivative financial instruments for Predecessor periods. The carrying values of such instruments approximate their fair values due to their short-term nature.

        The Company sells the majority of its products through third-party distributors and resellers and, as a result, maintains individually significant receivable balances with these parties. If the financial condition or operations of these distributors and resellers deteriorates substantially, the Company's results of operations, financial position and cash flows could be adversely affected.

F-9

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

        The gross accounts receivable due from the Company's largest customer, Wal-Mart Stores, Inc. ("Wal-Mart")) were 28%, 21%, 27% and 26% of gross accounts receivable at June 30, 2010, November 4, 2010, December 31, 2010 and December 31, 2011, respectively. One other customer, Target Corporation, accounted for 11% of gross accounts receivable as of December 31, 2011. Credit risk with respect to other accounts receivable is generally diversified due to the large number of entities comprising the Company's customer base and their dispersion across many geographical regions. The Company performs ongoing credit evaluations of the financial condition of its customers and requires credit enhancements, such as letters of credit and bank guarantees, in certain circumstances.

        Net sales to the Company's largest customer, Wal-Mart, were 23%, 22%, 19%, 28% and 20% of net sales for Predecessor fiscal years 2009 and 2010, and the period from July 1, 2010 to November 4, 2010, and the Successor period from November 5, 2010 to December 31, 2010, and the year ended December 31, 2011, respectively. No other customers exceeded 10% of combined net sales in any period. The Company uses multiple contract manufacturers in its manufacturing process.

        The Company has three product lines that have accounted for 10% or more of total combined net sales. For Predecessor fiscal years 2009 and 2010, and the period from July 1, 2010 to November 4, 2010, and the Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, sales of Armor-All® wipes represented approximately 20%, 20%, 17%, 12% and 18% of the Company's total combined net sales, respectively. Armor-All® protectant represented approximately 24%, 23%, 16% and 26% of the Company's total combined net sales for Predecessor fiscal years 2009 and 2010, and the period from July 1, 2010 to November 4, 2010, and the Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, respectively. In Predecessor fiscal years 2009 and 2010, and the period from July 1, 2010 to November 4, 2010, and the Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, sales of STP® fuel and oil additives represented approximately 26%, 23%, 26%, 24% and 19% of the Company's total combined net sales, respectively.

Cash

        Treasury activities at Clorox were generally centralized in the Predecessor periods such that cash collections by the Company were automatically distributed to Clorox and are reflected as a component of net Clorox investment. The Company's combined balance sheet, therefore, reflects no cash balances in the Predecessor periods (see Note 2). Under the Transition Services Agreement, certain of the Company's cash collections and payments were centralized at Clorox in the Successor periods presented. The Company's cash is primarily comprised of demand accounts, the fair market value of which approximates cost. Under the Company's cash management system, checks issued but not yet presented to banks result in overdraft balances for accounting purposes and are classified as a current liability in the Consolidated Balance Sheets. The book overdraft is funded by the Company's revolving credit facility as soon as the related vendor checks clear the Company's disbursement account.

Inventories

        Inventories are stated at the lower of cost or market under a first-in, first-out ("FIFO") basis. When necessary, the Company provides allowances to adjust the carrying value of its inventory to the lower of cost or market, including any costs to sell or dispose. Consideration is given to obsolescence,

F-10

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

excessive inventory levels, product deterioration and other factors in evaluating net realizable value for the purposes of determining the lower of cost or market.

Property, Plant and Equipment and Finite-Lived Intangible Assets

        Property, plant and equipment and finite-lived intangible assets are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expenses are calculated by the straight-line method using the estimated useful lives of the related assets. The following table provides estimated useful lives generally assigned to property, plant and equipment by asset classification (see Note 4 for weighted-average remaining useful lives of finite-lived intangible assets).

Classification	Expected Useful Lives
Land improvements	10 - 30 years
Buildings	10 - 40 years
Machinery and equipment	3 - 15 years

        Property, plant and equipment and finite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not be recoverable. The Company's impairment review requires significant management judgment including estimating the future success of product lines, future sales volumes, revenue and expense growth rates, alternative uses for the assets and estimated proceeds from the disposal of the assets. The Company conducts reviews of idle and underutilized equipment when events or circumstances arise indicating that future cash flows are sufficient to recover the book value of asset groups, and reviews business plans for possible impairment indicators. Impairment occurs when the carrying amount of the asset (or asset group) exceeds its estimated future undiscounted cash flows and the impairment is viewed as other than temporary. When impairment is indicated, an impairment charge is recorded for the difference between the asset's book value and its estimated fair value. Depending on the asset, estimated fair value may be determined either by use of a discounted cash flow ("DCF") model or by reference to estimated selling values of assets in similar condition. The use of different assumptions would increase or decrease the estimated fair value of assets and would increase or decrease any impairment measurement. There have been no instances of impairment identified.

        Computer Software Costs:    Internal and external costs incurred in developing or obtaining computer software for internal use are capitalized in property, plant and equipment and are amortized on a straight-line basis, over the estimated useful life of the software (3 to 7 years). General and administrative costs related to developing or obtaining such software are expensed as incurred.

Valuation of Goodwill and Intangible Assets

        The Company tests its goodwill, trademarks with indefinite lives and other indefinite-lived intangible assets for impairment annually on the first day of the fiscal fourth quarter unless there are indications during a different interim period that these assets may have become impaired.

        The first step of the goodwill impairment test is to compare the fair value of each reporting unit to its carrying amount to determine if there is potential impairment. If the fair value of the reporting unit is less than its carrying value, the second step of the goodwill impairment test is performed to measure

F-11

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

the amount of impairment loss. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value was the purchase price paid to acquire the reporting unit.

        Determining the fair value of a reporting unit under the first step of the goodwill impairment test and determining the fair value of individual assets and liabilities of a reporting unit (including unrecognized intangible assets) under the second step of the goodwill impairment test is inherently subjective in nature and often involves the use of significant estimates and assumptions based on known facts and circumstances at the time the Company performs the valuation. The use of different assumptions, inputs and judgments or changes in circumstances could materially affect the results of the valuation and could have a significant impact on whether or not an impairment charge is recognized and the magnitude of any such charge.

        The following is a description of the valuation methodologies the Company used to derive and test the reasonableness of the fair value of the reporting units:

•

Income approach:    To determine fair value, the Company uses a DCF approach for each of the reporting units. Under this approach, the Company estimates the future cash flows of each reporting unit and discounts these cash flows at a rate of return that reflects their relative risk. The cash flows used in the DCF are consistent with the Company's long-range forecasts, and give consideration to historic and projected long-term business trends and strategies. The other key estimates and factors used in the DCF include, but are not limited to, discount rates, future sales volumes, revenue and expense growth rates, changes in working capital, capital expenditure forecasts, foreign exchange rates, currency devaluation, inflation, and a perpetuity growth rate.

•

Guideline public company multiples:    The Company uses the guideline public company method to select reasonably similar/guideline publicly traded companies for each of the Company's reporting units. Using the guideline public company method, the Company calculates earnings before interest, taxes, depreciation and amortization ("EBITDA") multiples for each of the public companies using both historical and forecasted EBITDA figures. By applying these multiples to the appropriate historic and forecasted EBITDA figures for each reporting unit, fair value estimates are calculated.

        During the fourth quarter of 2011, the Company determined the fair value of the assets and liabilities of its reporting units in the first step of the goodwill impairment test as the weighted average of both an income approach, based on discounted cash flows using the Company's weighted average cost of capital and a market approach, using inputs from a group of peer companies. The Company did not identify any reporting units that failed or were at risk of failing the first step of the goodwill impairment test (comparing fair value to carrying amount) during 2011.

        For trademarks and other intangible assets with indefinite lives, impairment occurs when the carrying amount of an asset is greater than its estimated fair value. An impairment charge is recorded for the difference between the carrying amount and the fair value. The Company uses an income

F-12

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

approach, the relief-from-royalty method, to estimate the fair value of its trademarks and other intangible assets with indefinite lives. This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset. The determination of the fair values of trademarks and other intangible assets with indefinite lives requires significant judgments in determining both the assets' estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value. Changes in such estimates or the application of alternative assumptions could produce different results. There have been no instances of impairment identified during the period ended December 31, 2010 or the year ended December 31, 2011.

Share-Based Compensation

        Employees of the Company participated in various Clorox share-based compensation plans during the Predecessor periods. The Company recorded compensation expense associated with stock options and other forms of equity compensation based on their fair values on the dates they were granted. The expense was recorded by amortizing the fair values on a straight-line basis over the vesting period. For purposes of the Predecessor period financial statements, share-based compensation expense includes costs of employees who are directly associated with the operations of the Company and share-based compensation expense associated with Clorox's employees whose efforts indirectly or partially supported the operations of the Predecessor and were included in the overhead allocation from Clorox during the Predecessor periods.

        During the Successor periods, the Company has granted both time-based stock option awards and performance-based stock option awards which vest subject to the achievement of a specific market condition. The Company records share-based compensation associated with the time-based awards based on their fair values on the dates they were granted. The expense is recognized by amortizing the fair value on a straight-line basis over the vesting period. In accordance with ASC 718, the Company has estimated the fair value of its performance-based stock option awards and recognizes share-based compensation expense on these awards when achievement of the related market condition and vesting is probable.

Employee Benefits

        During the Predecessor periods, substantially all domestic employees and certain international employees of the Company participated in defined benefit pension plans and post-retirement plans, as administrated and sponsored by Clorox. Benefits were based on either employee years of service and compensation or a stated dollar amount per year of service. Clorox contributed to the plans in amounts deemed necessary to provide benefits and to the extent deductible for federal income tax purposes. Assets of the plans consist primarily of cash and marketable equity and debt security investments. Clorox made contributions of $30.0 million $43.0 million and $15.0 million in Predecessor fiscal years 2009 and 2010 and the period from July 1, 2010 to November 4, 2010, respectively. Clorox also contributed $1.0 million, $2.0 million and zero to its foreign retirement income plans for Predecessor fiscal years 2009 and 2010, and the period from July 1, 2010 to November 4, 2010, respectively. Clorox's funding policy was to contribute amounts sufficient to meet minimum funding requirements as set forth in the employee benefit tax laws plus additional amounts as Clorox determined to be appropriate.

F-13

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

        Clorox accounts for its defined benefit pension plans and post-retirement plans using actuarial methods. During the Predecessor periods, employees of the Company participated in Clorox's defined benefit pension plans and the plans' assets and liabilities were combined with those related to other Clorox businesses. Similarly, Clorox managed its postretirement benefit plans on a combined basis with claims data and liability information related to the Company aggregated and combined with other Clorox businesses. As a result, no assets or liabilities are reflected on the Company's balance sheets and pension and other post-retirement expenses for the Company have been determined on a multi-employer plan basis; pension expense was allocated to the Company and is reflected in the results of operations.

        For the Predecessor periods, Clorox recognized an actuarial-based obligation at the onset of disability for certain benefits provided to individuals after employment but before retirement that include medical, dental, vision, life and other benefits; such costs were allocated to the Company during the Predecessor periods.

        Under the terms of the Acquisition agreement, the Successor has no further obligations with respect to employee benefit plans provided by the Predecessor.

        Subsequent to the Acquisition, the Company established a defined contribution plan for its U.S. employees, which qualifies as a tax deferred savings plan under Section 401(k) of the Internal Revenue Code ("IRC" or the "Code"). Eligible U.S. employees may contribute a percentage of their pre-tax compensation, subject to certain IRC limitations. The plan provides for employer matching contributions of 100% of participant income deferrals to a maximum of $1,000 and employer contributions up to 10% of a participant's annual salary, subject to limits prescribed under U.S. federal regulations.

Restructuring Liabilities

        Restructuring liabilities for costs associated with exit or disposal activities are recognized and measured initially at fair value in the period in which the liability is incurred. One-time employee termination liabilities are recognized at the time the group of employees is notified, provided the group will not be retained to render service beyond a minimum retention period, in which case the liability is recognized ratably over the future service period. A liability for costs that will continue to be incurred under a contract for its remaining term without economic benefit to the Company is recognized at fair value when the Company ceases using the right conveyed by the contract.

Revenue Recognition

        Sales are recognized when title to the product, ownership and risk of loss transfer to the customer, which can be on the date of shipment or the date of receipt by the customer and when all of the following have occurred: a firm sales arrangement exists, pricing is fixed and determinable, and collection is reasonably assured. Revenue includes shipping and handling costs, which generally are included in the list price to the customer. A provision for payment discounts and product return allowances is recorded as a reduction of sales in the same period that the revenue is recognized.

        Trade promotions, consisting primarily of customer pricing allowances, merchandising funds and consumer coupons, are offered through various programs to customers and consumers. Sales are recorded net of trade promotion spending, which is recognized as incurred, generally at the time of the

F-14

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

sale. Accruals for expected payouts under these programs are included as accrued marketing and promotion in the accrued expenses and other liabilities line item in the Consolidated Balance Sheets.

        Amounts received by the Company from the licensing of certain trademarks are recorded as deferred revenue on the Consolidated Balance Sheets and are recognized as revenue on a straight-line basis over the term of the licensing agreement when the underlying royalties are earned.

        The Company provides an allowance for doubtful accounts based on its historical experience and a periodic review of its accounts receivable. Receivables were presented net of an allowance for doubtful accounts of $627,000, $748,000, $108,000 and $390,000 as of June 30, 2010, November 4, 2010, December 31, 2010 and December 31, 2011, respectively. The Company's provision for doubtful accounts was $332,000, $450,000, $590,000, $108,000 and $282,000 for Predecessor fiscal years 2009 and 2010, and for the period from July 1, 2010 to November 4, 2010, and the Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, respectively.

Cost of Products Sold

        Cost of products sold is primarily comprised of direct materials and supplies consumed in the manufacturing of product, as well as manufacturing labor, depreciation expense, direct overhead expense necessary to acquire and convert the purchased materials and supplies into finished product, contract manufacturing costs, and provisions for inventory losses (including losses on the disposition of excess and obsolete inventory). Cost of products sold also includes the cost to distribute products to customers, inbound freight costs, internal transfer costs, warehousing costs and other shipping and handling activity.

        The costs associated with developing and designing new packaging are expensed as incurred and include design, artwork, films, and labeling. Expenses for Predecessor fiscal years 2009 and 2010, and for the period from July 1, 2010 to November 4, 2010, and the Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011 were $635,000, $519,000, $335,000, $46,000 and $744,000, respectively, and were classified as cost of products sold.

Selling and Administrative Expenses

        Selling and administrative expense is primarily comprised of marketing expenses, selling expenses, administrative and other indirect overhead costs, depreciation and amortization expense on non-manufacturing assets and other miscellaneous operating items. Non-advertising related components of the Company's total marketing spending include costs associated with consumer promotions, product sampling and sales aids, all of which are included in selling and administrative expenses. For the Predecessor fiscal years 2009 and 2010 and the period from July 1, 2010 to November 4, 2010 and the Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011 amounts charged to selling and administrative were $31,040,000, $34,028,000, $10,916,000, $5,422,000 and $40,240,000, respectively.

Advertising Costs

        Advertising costs are expensed when the advertising or promotion is published or presented to consumers. Charges to advertising include television, print, radio, internet and in-store advertising expenses. For the Predecessor fiscal years 2009 and 2010 and the period from July 1, 2010 to

F-15

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

November 4, 2010 and the Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011 amounts charged to advertising were $25,163,000, $23,994,000, $7,582,000, $2,240,000, and $24,699,000, respectively.

Research and Development Costs

        Research and development costs are charged to expense as incurred. For the Predecessor fiscal years 2009 and 2010 and the period from July 1, 2010 to November 4, 2010 and the Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011 amounts charged to advertising were $3,591,000, $3,289,000, $1,063,000, $609,000 and $2,307,000, respectively.

Deferred Financing Costs

        Deferred financing costs represent legal, other professional and bank underwriting fees incurred in connection with the issuance of debt. Such fees are amortized over the life of the related debt using the interest method. Amortization of deferred financing costs is included in interest and other expense (income), net.

Income Taxes

        For the Predecessor periods, the Company did not file separate tax returns but rather was included in the income tax returns filed by Clorox and its subsidiaries in various domestic and foreign jurisdictions. For the purpose of the Predecessor period financial statements, the tax provision of the Company was derived from the Company's financial information carved-out of the consolidated financial statements of Clorox, including allocations and eliminations deemed necessary by management as though the Company was filing its own tax returns. Further assumptions made in the determination of taxable income are stated in Note 11.

        The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to the differences between the financial statement amounts and their respective tax bases. Management reviews the Company's deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established when management believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company's tax provision in the period of change. In addition to valuation allowances, the Company provides for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement standards prescribed by accounting guidance on the accounting for uncertainty in income taxes. Amounts for uncertain tax positions are adjusted when new information becomes available or when positions are effectively settled.

F-16

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

Foreign Currency Translation

        Local currencies are the functional currencies for substantially all of the Company's foreign operations. When the transactional currency is different than the functional currency, transaction gains and losses are included as a component of other expense (income), net. Assets and liabilities of foreign operations are translated into U.S. dollars using the exchange rates in effect at the respective balance sheet reporting date. Income and expenses are translated at the average exchange rate during the period. Gains and losses on foreign currency translations are reported as a component of accumulated other comprehensive income (loss). Deferred taxes are not provided on cumulative translation adjustments where the Company expects earnings of a foreign subsidiary to be indefinitely reinvested.

Derivative Instruments

        The Company is a global business that is exposed to commodity price fluctuations in the normal course of its business. During the Predecessor periods, the Company participated in Clorox's risk management strategy of using derivative instruments, including forward contracts, to hedge certain commodity price exposures. The objective of these strategies was to offset gains and losses resulting from these exposures with losses and gains on the derivative contracts used to hedge them, thereby reducing volatility of earnings or protecting fair values of assets and liabilities. Derivative contracts were not used for speculative purposes. Hedge accounting was applied based upon the criteria established by accounting guidance on accounting for derivative instruments and hedging activities, whereby derivatives are designated as fair value hedges, cash flow hedges or net investment hedges. Clorox used different methodologies, when necessary, to estimate the fair value of its derivative contracts. The estimated fair values of the majority of Clorox's contracts were based on quoted market prices, traded exchange market prices, or broker price quotations, and represent the estimated amounts that Clorox would have paid or received to terminate the contracts.

        Under the terms of the Acquisition agreement, the Successor did not assume any of the Predecessor's derivative instruments or obligations. During the Successor period the Company has not entered into any derivate instruments or forward contracts.

Note 2—Related-Party Transactions

Clorox

        The Predecessor period financial statements reflect allocated expenses associated with Clorox's services including: product supply, human resources, marketing, sales, legal, information services, corporate administrative services, finance, treasury, tax, executive administration, facilities services and other services. The costs associated with these generally included payroll and benefit costs as well as overhead costs related to the support services. Functional costs were allocated to the Company based on utilization measures including headcount and other measures. Where determinations based on utilization were impracticable, Clorox used other methods and criteria, such as global sales dollars, U.S. sales dollars, advertising and sales promotion spending, warehousing and delivery spending, and capital spending, which were believed to be reasonable estimates of costs attributable to the Company. All such amounts had been deemed to have been paid by the Company to Clorox in the period in which the costs were recorded.

F-17

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 2—Related-Party Transactions (Continued)

        Total allocated expenses that were recorded for the Predecessor periods were as follows (in thousands):

	Year ended June 30,						Period from July 1, 2010 to November 4, 2010
	2008		2009		2010
Cost of products sold	$	2,762	$	2,635	$	3,047	$	1,007
Selling and administrative expenses		10,907		10,939		10,816		3,852
Total allocated expenses	$	13,669	$	13,574	$	13,863	$	4,859

        During the Predecessor periods, central treasury activities included the investment of surplus cash, the issuance, repayment and repurchase of short-term and long-term debt and interest rate management. All Clorox funding to the Company since inception has been accounted for as capital contributions from Clorox and all cash remittances from the Company to Clorox have been accounted for as distributions to Clorox. Accordingly, no cash, debt or related interest charges from Clorox were reflected in the Predecessor period financial statements. For Predecessor periods presented, cash flows of the Company were accounted for either as contributions from or distributions to Clorox.

        In conjunction with the Acquisition agreement, the Successor entered into a shared services agreement ("Transition Services Agreement" or "TSA") with Clorox whereby Clorox would provide certain services, equipment and office space to the Successor. Additionally under the TSA, the Successor provides certain services to Clorox. The Successor included $859,000, $1,036,000 and $609,000 of net expenses during the period from November 5, 2010 to December 31, 2010 under the TSA in cost of products sold, selling and administrative expenses and research and development costs, respectively. The Successor included $6,616,000, $3,436,000 and $621,000 of net expenses during the year ended December 31, 2011 under the TSA in cost of products sold, selling and administrative expenses and research and development costs, respectively. The TSA is cancelable by the Successor in part or whole with 120 days' notice.

        Related-party transactions and activities involving Clorox are not always consummated on terms equivalent to those that would prevail in an arm's-length transaction where conditions of competitive, free-market dealings may exist. As of December 31, 2010 and 2011, $1,674,000 and $11,727,000 was due from Clorox, respectively.

Avista

        The Company has entered into a monitoring agreement with Avista and affiliates of Avista whereby Avista provides services for a fixed fee to the Company. In the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, the Company recorded charges of $153,000 and $1,114,000, including out of pocket expenses, respectively, in selling and administrative expenses related to this monitoring agreement. In addition, Avista and affiliates of Avista provided $9,450,000 of services included in acquisition-related charges for the period from November 4, 2010 to December 31, 2010. In connection with the Acquisition and the issuance of its long-term debt, the Company paid $4,050,000 to Avista and affiliates of Avista for consulting expenses and recorded these as deferred financing costs which are amortized over the term of the debt using the effective interest

F-18

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 2—Related-Party Transactions (Continued)

rate method. Related amortization expense for the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011 was $94,000 and $605,000, respectively.

        Transaction related expenses of $1,400,000 were paid on behalf of the Company by Avista and have been reflected as an additional capital contribution and expense in the financial statements.

Directors and Officers

        In connection with the Acquisition and issuance of the Company's long-term debt, the Company incurred costs of $1,800,000 for consulting expenses from individuals that later became directors and officers of the Company. Of this amount, $400,000 was paid to certain directors and officers of the Company and $1,400,000 was reinvested in the Company through the purchase of common stock. Included in acquisition-related charges for the period from November 4, 2010 to December 31, 2010 are $1,343,000 for consulting expenses provided by individuals that later became directors and officers of the Company. Deferred financing costs of $457,000 for consulting expenses provided by individuals that later became directors and officers of the Company were recorded in connection with the issuance of the Company's long-term debt and are amortized over the term of the respective debt using the effective interest rate method. Related amortization expense for the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011 was $11,000 and $68,000, respectively.

Parent

        The Company received zero and $795,000 during the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, respectively, on behalf of its Parent related to the sale of the Parent's stock to certain of the Company's employees. As of December 31, 2011, $795,000 of amounts due to Parent is included in accrued expenses and other liabilities related to sales of the Parent's stock to the Company's employees.

Note 3—Business Combinations

        In September 2010, Viking Acquisition Inc., an entity owned by affiliates of Avista entered into an agreement to acquire the Auto-Care Products Business, excluding the Prestone and YPF licensed brands, from Clorox. This acquisition closed on November 5, 2010 and included employees in the United States and other countries dedicated to the Company, related product patent and developed technology and certain other assets, including the manufacturing facilities located in Painesville, Ohio and Wales, U.K. Viking Acquisition Inc. was subsequently renamed as Armored AutoGroup Inc. In these financial statements and related footnotes, the Company refers to this acquisition as the "Acquisition."

F-19

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 3—Business Combinations (Continued)

        The following table summarizes the purchase price accounting for the Acquisition using the acquisition method of accounting (in thousands):

Purchase consideration
Cash consideration paid	$	765,000
Working capital true-up		(10,384	)
Purchase consideration		754,616
Assets acquired
Accounts receivable		3,425
Inventories		52,420
Property, plant and equipment		21,471
Customer relationships		325,300
Trademarks and brands		99,400
Other intangibles		6,500
Other assets		484
Liabilities assumed
Accounts payable		(861	)
Accrued expenses and other liabilities		(752	)
Legal pre-acquisition contingency		(2,500	)
Net deferred tax liability		(135,709	)
Net assets acquired		369,178
Excess of fair value consideration over fair value of net assets acquired	$	385,438

        The purchase consideration for the Acquisition was allocated to the tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the excess of the fair value of purchase consideration over the fair value of the identifiable assets and liabilities recorded as goodwill. The fair value assigned to identifiable intangible assets acquired has been determined primarily by using valuation methods that discount expected future cash flows to present value using estimates and assumptions determined by management. Purchased definite-lived identifiable intangible assets are amortized on a straight-line basis over the respective useful lives. During the year ended December 31, 2011, the Company retrospectively adjusted the goodwill balance, as of the Acquisition, primarily to reflect a change in estimated state tax rates used to value deferred tax assets and liabilities that were recorded on a provisional basis in the original purchase accounting. The retrospective adjustment resulted in a reduction of net tangible liabilities assumed and goodwill, as reflected in the table above, in the amount of $5,768,000. The measurement period adjustment was recorded based on information obtained during the period of adjustment. The Company finalized its purchase accounting during the fourth quarter of fiscal year 2011. Acquisition-related charges for the Acquisition of $16,026,000 and $1,020,000 were recorded for the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, respectively, related to legal, consulting, accounting, and tax advisory services.

        The following supplemental pro forma operating results for the years ended June 30, 2010 and 2009 have been prepared as if the acquisition took place on July 1, 2008. The historical information has been adjusted to give effect to events that are (1) directly attributable to the acquisition, (2) factually

F-20

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 3—Business Combinations (Continued)

supportable and (3) expected to have a continuing impact on the combined results. Such items primarily include interest expense related to the debt issued in conjunction with the acquisition, additional amortization expense associated with the recognition of intangible assets, the step-up of asset's values in purchase accounting, including the impact of the step-up in inventory values and the impact of different Predecessor and Successor share-based compensation and benefit plans. This pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisition had actually occurred on that date, nor of the results that may be obtained in the future.

	Year ended June 30,					Six-month period ended December 31, 2010
(in thousands)	2009			2010
Supplemental pro forma net sales	$	292,391		$	299,537	$	129,355
Supplemental pro forma net (loss) earnings		(22,533	)		3,875		(9,569	)

Note 4—Goodwill and Intangible Assets

        Changes in the carrying amount of goodwill and intangible assets for the Predecessor fiscal years ended June 30, 2009 and 2010, and for the period from July 1, 2010 to November 4, 2010, and the

F-21

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 4—Goodwill and Intangible Assets (Continued)

Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011 were as follows (in thousands):

				Trademarks and Other Intangible Assets
	Goodwill			Trademarks and Brands Not Subject to Amortization			Customer Relationships Subject to Amortization			Other Intangibles Subject to Amortization			Total
Predecessor Period:
Balance at June 30, 2009	$	345,712		$	11,946		$	—		$	50		$	11,996
Amortization		—			—			—			(3	)		(3	)
Translation adjustments		1,092			—			—			—			—
Balance at June 30, 2010		346,804			11,946			—			47			11,993
Amortization		—			—			—			(1	)		(1	)
Translation adjustments		429			—			—			—			—
Balance at November 4, 2010	$	347,233		$	11,946		$	—		$	46		$	11,992
Successor Period:
Balance at November 5, 2010	$	—		$	—		$	—		$	—		$	—
Acquired, as previously reported		391,206			99,400			325,300			6,500			431,200
Purchase price adjustment		(5,768	)		—			—			—			—
Acquired, as adjusted		385,438			99,400			325,300			6,500			431,200
Amortization		—			—			(5,507	)		(202	)		(5,709	)
Translation adjustments		(204	)		(141	)		2			—			(139	)
Balance at December 31, 2010		385,234			99,259			319,795			6,298			425,352
Amortization		—			—			(35,401	)		(1,300	)		(36,701	)
Translation adjustments		(441	)		(83	)		(393	)		—			(476	)
Balance at December 31, 2011	$	384,793		$	99,176		$	284,001		$	4,998		$	388,175

        In connection with the Acquisition, the Company recorded $385.4 million of goodwill. Changes to provisional amounts included in purchase price accounting are adjusted retrospectively to the financial statements during the measurement period.

        During the year ended December 31, 2011, the Company retrospectively adjusted the goodwill balance, as of the Acquisition, and including the December 31, 2010 balance above, primarily to reflect a change in provisional amounts for estimated state tax rates used to value deferred tax assets and liabilities in purchase accounting. The measurement period adjustment was recorded based on information obtained during the period of adjustment and resulted in a reduction of goodwill and deferred tax liability balances in the amount of $5,768,000. Of the goodwill related to the Acquisition, none is expected to be deductible for tax purposes. In addition, the Company recorded adjustments to goodwill, trademarks and brands not subject to amortization and other intangible assets subject to amortization primarily related to foreign currency translation. The weighted-average remaining amortization period for customer relationships and other intangible assets subject to amortization is 8 years and 4 years, respectively.

F-22

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 4—Goodwill and Intangible Assets (Continued)

        Intangible assets subject to amortization were net of accumulated amortization of $53,000, $54,000, $5,709,000 and $42,410,000, at June 30, 2010, November 4, 2010, December 31, 2010 and December 31, 2011, respectively.

        Expected future amortization expense for these intangible assets as of December 31, 2011 is as follows (in thousands):

Fiscal Years
2012	$	36,701
2013		36,701
2014		36,701
2015		36,499
2016		35,401
Thereafter		106,996
	$	288,999

Note 5—Fair Value Measurement of Assets and Liabilities

        The Predecessor's derivative financial instruments were recorded at fair value in the balance sheets as of June 30, 2010 as follows (in thousands):

	June 30, 2010
	(Predecessor)
Other current assets:
Commodity purchase contracts	$	30
Long-term assets:
Commodity purchase contracts		1
Other current liabilities:
Commodity purchase contracts		(141	)
Long-term liabilities:
Commodity purchase contracts		(8	)

        The Company held no commodity purchase contracts as of November 4, 2010, December 31, 2010 or December 31, 2011.

        Clorox used commodity swap contracts, which had been designated as cash flow hedges, to fix the price of a portion of its raw material requirements and during the Predecessor periods allocated the gains and losses to the Company. Contract maturities were matched to the length of the raw material purchase contracts. Realized contract gains and losses were reflected as adjustments to the cost of the raw materials. All of these derivative instruments were accorded hedge accounting treatment and were considered effective.

        The realized gains or losses for dedesignated cash flows that had been previously accumulated in other comprehensive income (loss) remain in other comprehensive income (loss) until the forecasted transaction is recognized in earnings or recognized in earnings immediately if the forecasted transaction is no longer probable. The Company recognized zero in each of Predecessor fiscal years 2009 and 2010 and $114,000 from dedesignated cash flow hedges for the period from July 1, 2010 to November 4,

F-23

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 5—Fair Value Measurement of Assets and Liabilities (Continued)

2010. Changes in the value of derivative instruments after dedesignation were recorded in other income (expense) and amounted to zero for Predecessor fiscal year 2009, $(107,000) in Predecessor fiscal year 2010 and $47,000 for the period from July 1, 2010 to November 4, 2010.

        The effects of derivative instruments on other comprehensive income (loss) ("OCI") and on the statement of operations for Predecessor fiscal year 2010 and the period from July 1, 2010 to November 4, 2010, were as follows (in thousands):

	Twelve months ended June 30, 2010						Period from July 1, 2010 to November 5, 2010
	Loss Recognized in OCI			Loss Reclassified From OCI and Recognized in Earnings			Gain Recognized in OCI		Gain Reclassified From OCI and Recognized in Earnings
Cash flow hedges:
Commodity purchase contracts	$	(47	)	$	(1,555	)	$	142	$	99

        The amounts reclassified from OCI and recognized in earnings are included in other income (expense).

        As of June 30, 2010, the net notional value of commodity derivatives was $4,652,000, of which $1,412,000 related to diesel fuel, and $3,240,000 related to jet fuel. There were no commodity derivatives as of November 4, 2010.

        The Successor has not executed any derivative instruments or forward contracts and had no commodity derivatives as of December 31, 2010 or 2011.

        The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value which is intended to increase consistency and comparability and related disclosures. An asset or liability's classification is based on the lowest level of input that is significant to the fair value measurement and is disclosed in one of the following three categories:

        Level 1—Quoted market prices in active markets for identical assets or liabilities.

        Level 2—Observable market-based inputs or unobservable inputs that are corroborated by market data.

        Level 3—Unobservable inputs reflecting the reporting entity's own assumptions.

        At June 30, 2010, the Company's financial assets and liabilities that were measured at fair value on a recurring basis during the trailing twelve months were comprised of Level 2 commodity purchase contracts. Commodity purchase contracts for the Predecessor periods were fair valued using information quoted by commodity derivative dealers. As of November 4, 2010, December 31, 2010 and December 31, 2011, the Company had no commodity purchase contracts.

        The carrying values of accounts receivable and accounts payable approximated their fair values at June 30, 2010, November 4, 2010, December 31, 2010 and December 31. 2011, due to the short maturity and nature of those balances. At December 31, 2010 and 2011, the carrying value of the Company's long-term term loans approximated their estimated fair value due to their recent issuance

F-24

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 5—Fair Value Measurement of Assets and Liabilities (Continued)

and variable rate. At December 31, 2010 and 2011, the fair value of the Company's senior notes due 2018 was approximately $272.3 million and $212.4 million, respectively, based on observable market-based inputs and unobservable inputs corroborated by market data (Level 2) as compared to their carrying value of $264.5 million and $265.4 million, respectively.

        Certain terms of the agreements governing the Predecessor's over-the-counter derivative instruments required the Predecessor or the counterparty to post collateral when the fair value of the derivative instruments exceeded contractually defined counterparty liability position limits. There was no collateral posted at June 30, 2010 or November 4, 2010.

        Certain terms of the agreements governing the Predecessor's over-the-counter derivative instruments contained provisions that required the credit ratings, as assigned by Standard & Poor's and Moody's to the Company and its counterparties, to remain at a level equal to or better than the minimum of an investment-grade credit rating. As of June 30, 2010 and November 4, 2010, the Predecessor and each of its counterparties maintained investment-grade ratings with both Standard & Poor's and Moody's.

Note 6—Balance Sheet Components

        Other balance sheet components as of June 30, 2010, November 4, 2010, December 31, 2010 and December 31, 2011 were as follows (in thousands):

	June 30, 2010			November 4, 2010			December 31, 2010			December 31, 2011
	(Predecessor)			(Predecessor)			(Successor)			(Successor)
Inventory
Finished goods	$	25,629		$	32,836		$	30,154		$	30,814
Raw materials and packaging		10,146			8,765			8,088			8,487
Allowances for obsolesce		(1,185	)		(1,683	)		(20	)		(2,051	)
	$	34,590		$	39,918		$	38,222		$	37,250

        A step-up in the value of inventory of $11,668,000 was recorded in connection with the Acquisition based on valuation estimates. During the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, $7,229,000 and $4,439,000, respectively, of this step-up amount was charged to "cost of products sold—acquisition related" as the inventory was sold.

	June 30, 2010		November 4, 2010		December 31, 2010		December 31, 2011
	(Predecessor)		(Predecessor)		(Successor)		(Successor)
Other current assets:
Current deferred tax assets	$	2,208	$	1,388	$	1,057	$	5,061
Deferred financing costs		—		—		971		1,512
Prepaid income taxes		—		—		—		1,348
Other		1,420		1,019		1,558		2,016
	$	3,628	$	2,407	$	3,586	$	9,937

F-25

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 6—Balance Sheet Components (Continued)

	June 30, 2010			November 4, 2010			December 31, 2010			December 31, 2011
	(Predecessor)			(Predecessor)			(Successor)			(Successor)
Property, plant and equipment, net:
Land and improvements	$	1,357		$	1,367		$	577		$	595
Buildings		12,759			12,759			3,270			3,466
Machinery and equipment		40,506			45,057			17,813			20,959
Capitalized software		—			—			—			7,800
Construction in progress		1,137			11			612			2,244
		55,759			59,194			22,272			35,064
Less: accumulated depreciation		(42,902	)		(45,588	)		(560	)		(5,159	)
	$	12,857		$	13,606		$	21,712		$	29,905

        Depreciation expense related to property, plant and equipment including accelerated depreciation from restructuring activities was $2,801,000, $2,520,000, $926,000, $560,000 and $4,725,000 in Predecessor fiscal years 2009 and 2010, and for the period from July 1, 2010 to November 4, 2010, and for the Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, respectively.

        The table above excludes land related to the Paulsboro plant, as discussed in Note 10.

	June 30, 2010		November 4, 2010		December 31, 2010		December 31, 2011
	(Predecessor)		(Predecessor)		(Successor)		(Successor)
Accrued expenses and other liabilities
Trade and sales promotion	$	9,548	$	8,578	$	6,992	$	6,297
Compensation and employee benefit costs		1,318		1,039		1,865		2,409
Deferred tax liability		—		—		670		—
Accrued interest		—		—		5,232		8,677
Other		3,378		2,524		2,646		5,231
	$	14,244	$	12,141	$	17,405	$	22,614

F-26

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 7—Notes Payable

        The following table summarizes the carrying value of the Company's notes payable (in thousands):

	Current Interest Rate			Effective Interest Rate			Balance at December 31, 2011
Senior notes due 2018		9.25	%		9.95	%	$	275,000
Term loan		6.00	%		6.69	%		297,000
Revolver								—
								572,000
Less: discount								(17,669	)
								554,331
Less: current portion, net of discount								(470	)
Notes payable, less current portion and discount							$	553,861

Senior Notes due 2018

        In connection with the Acquisition on November 5, 2010, the Company issued senior unsecured notes in an aggregate principal amount of $275.0 million, which will mature in November 2018. The coupon interest on these notes is payable semiannually on May 1 and November 1. Interest expense associated with these notes including amortization of debt issuance costs was $4,148,000 and $26,907,000 for the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, respectively. Debt issuance costs are deferred and are recorded as other current assets and other non-current assets on the Company's consolidated balance sheets.

Term Loan

        Also in connection with the Acquisition on November 5, 2010, the Company entered into a credit agreement, among Armored AutoGroup Intermediate Inc. (f/k/a Viking Intermediate Inc.), the Company, several lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto (the "Credit Facility"). Under this Credit Facility, the Company issued a $300.0 million term loan with quarterly principal payments of $750,000 beginning on March 31, 2011 and the remaining principal maturing in November 2016. Borrowings under the Credit Facility bear interest at a rate of the sum of (i) the greater of LIBOR or 1.75% and (ii) 4.25%. The Credit Facility is collateralized by substantially all of the assets of the Company. The Credit Facility is subject to certain covenants which restrict the Company's ability to incur indebtedness or liens, or make certain investments and requires the Company to maintain certain financial ratios. As of December 31, 2011, the Company was in compliance with all covenants related to its debt. Interest expense associated with this term loan including amortization of debt issuance costs was $3,136,000 and $20,096,000 for the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, respectively. Debt issuance costs are deferred and are recorded as other current assets and other non-current assets on the Company's Consolidated Balance Sheets.

F-27

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 7—Notes Payable (Continued)

Revolver

        In addition to the term loan, the Credit Facility provides for an unsecured $50.0 million revolving credit facility (the "Revolver"), which matures in November 2015. Loans under the Revolver portion of the Credit Facility will typically bear interest at a rate of the sum of (i) the greater of LIBOR or 1.75% and (ii) 4.25%. An annual commitment fee of 0.75% is charged quarterly based on the average daily unused portion of the Revolver. As of December 31, 2010 and 2011, no borrowings or letters of credit were outstanding under the $50.0 million Revolver. Interest expense associated with the Revolver including amortization of debt issuance costs and commitment fees for unused borrowings was $125,000 and $1,076,000 for the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, respectively. Debt issuance costs are deferred and are recorded as other current assets and other non-current assets on the Company's Consolidated Balance Sheets.

        Debt maturities are as follows as of December 31, 2011:

Fiscal Years:
2012	$	3,000
2013		3,000
2014		3,000
2015		3,000
2016		285,000
Thereafter		275,000
	$	572,000

        The Company has deferred financing costs of $8,959,000 and $9,629,000 less accumulated amortization of $216,000 and $1,698,000 as of December 31, 2010 and 2011, respectively.

Note 8—Commitments and Contingencies

Lease Arrangements

        The Company leases various manufacturing, warehousing and office facilities that are classified as operating leases. The Company believes that its existing facilities are generally adequate to meet current requirements although certain administrative and sales personnel who were working in Clorox facilities in the United States, Australia, Canada and Mexico under the Transition Services Agreement were relocated during 2011 and the Company will continue to relocate additional personnel during 2012 as part of its separation from Clorox. The Company believes that suitable additional or substitute space will be available as needed to accommodate such relocations from Clorox facilities, any further physical expansion of corporate operations and for any additional sales offices.

        The Company is also party to certain purchase obligations, which are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price and the approximate timing of the transaction. Examples of the Company's purchase obligations include commitments for raw material and contract packing purchases and advertising contracts.

F-28

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 8—Commitments and Contingencies (Continued)

        The following is a schedule of future minimum rental payments required under the Company's existing non-cancelable lease agreements and certain non-cancelable obligations at December 31, 2011 (in thousands):

Year Ended December 31,	Operating Leases		Warehousing Obligations		Sponsorship Obligations
2012	$	2,081	$	4,328	$	6,308
2013		738		4,328		6,528
2014		595		3,993		1,470
2015		459		3,041		—
2016		237		2,027		—
Thereafter		3		—		—
	$	4,113	$	17,717	$	14,306

        Rental expense for all operating leases was $1,517,000, $952,000, $254,000, $431,000 and $1,966,000 in Predecessor fiscal years 2009 and 2010, and the period from July 1, 2010 to November 4, 2010, and the Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, respectively.

Litigation and Other Legal Matters

        The Company is subject to various lawsuits and claims relating to issues such as contract disputes, product liability, patents and trademarks, advertising, employee and other matters. Although the results of claims and litigation cannot be predicted with certainty, it is the opinion of management that the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, individually or in the aggregate, on the Company's combined financial statements taken as a whole.

        In connection with the Acquisition, Clorox retained liability associated with a potential contract claim and also certain environmental matters associated with the Paulsboro plant. In conjunction with the Acquisition, the Successor has agreed to indemnify and reimburse Clorox for 50% of the first $5,000,000 in costs related to the contract claim. As of December 31, 2010 and 2011, the Company has accrued $2,500,000 in long-term liabilities related to this contingency.

F-29

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 9—Share-Based Compensation Plans

        The following table presents details of total share-based compensation expense that is included in the Company's statements of operations (in thousands):

	Year ended June 30,
					Period from July 1, 2010 to November 4, 2010		Period from November 5, 2010 to December 31, 2010		Year ended December 31, 2011
	2009		2010
	(Predecessor)		(Predecessor)		(Predecessor)		(Successor)		(Successor)
Cost of products sold	$	184	$	192	$	56	$	1	$	13
Selling and administrative expenses		1,627		1,700		492		16		243
Research and development costs		129		133		38		1		10
Total share-based compensation costs	$	1,940	$	2,025	$	586	$	18	$	266

Predecessor Period Share-Based Compensation Plans

        As described more fully in Note 2, Clorox provided certain corporate services, including employee services for which total share-based compensation costs of $1,717,000, $1,898,000 and $419,000 for Predecessor fiscal years 2009 and 2010 and the period from July 1, 2010 to November 4, 2010, respectively, have been allocated to the Company.

        The remainder of this section regarding Predecessor period plans addresses certain fully dedicated employees of the Predecessor who participated in various Clorox share-based compensation plans during the Predecessor periods.

2005 Clorox Stock Incentive Plan

        Certain fully dedicated Company employees participated in Clorox's 2005 Stock Incentive Plan (2005 Clorox Plan). Share-based compensation costs and the related income tax benefits recognized for fully dedicated employees under the 2005 Clorox Plan for the Predecessor periods presented were classified as follows (in thousands):

	Year ended June 30,
					Period from July 1, 2010 to November 4, 2010
	2009		2010
Cost of products sold	$	21	$	12	$	4
Selling and administrative expenses		187		107		32
Research and development costs		15		8		2
	$	223	$	127	$	38
Related income tax benefit	$	86	$	49	$	13

F-30

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 9—Share-Based Compensation Plans (Continued)

        The Predecessor calculated the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The following weighted-average assumptions were used for each respective Predecessor period:

	Year ended June 30,
							Period from July 1, 2010 to November 4, 2010
	2009			2010
Expected life		5 years			5 years			5 years
Expected volatility		23.4	%		22.0	%		20.6	%
Risk-free interest rate		2.6	%		2.4	%		1.5	%
Dividend yield		3.00	%		3.60	%		3.40	%

        The expected life of the stock options during the Predecessor periods was based on observed historical exercise patterns. Groups of employees having similar historical exercise behavior were considered separately for valuation purposes. The Predecessor estimated stock option forfeitures based on historical data and adjusted the rate to expected forfeitures periodically. Adjustments of the forfeiture rate resulted in a cumulative catch-up adjustment in the period the forfeiture estimate was changed. The expected volatility of the Predecessor periods was based on implied volatility from publicly traded options on Clorox's stock at the date of grant, historical implied volatility of Clorox's publicly traded options and other factors. The risk-free interest rate was based on the implied yield on a U.S. Treasury yield curve with a term similar to the expected remaining term of the option on the date of the grant. The dividend yield assumed in the Predecessor periods was based on the projected annual Clorox dividend payments per share, divided by Clorox's stock price at the date of grant.

        The following table summarizes stock option activity under the 2005 Clorox Plan as of and for the Predecessor fiscal year 2010 and the period from July 1 to November 4, 2010 (in thousands, except per share amounts):

	Number of Shares			Weighted- Average Exercise Price		Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at June 30, 2009		11,363		$	56.17
Granted		2,260			57.25
Forfeited		(968	)		60.17
Exercised		(285	)		45.87
Outstanding at June 30, 2010		12,370			56.29	6.0 years	$	76
Granted		3,040			66.48
Forfeited		(4,786	)		63.73
Exercised		(1,932	)		58.40
Outstanding at November 4, 2010		8,692			55.30	1.2 years		62
Options vested and exercisable at November 4, 2010		8,382			54.88	1.1 years		62

        The weighted-average fair value per share of each option granted during Predecessor fiscal years 2009 and 2010 and the period from July 1, 2010 to November 4, 2010 and estimated at the grant date

F-31

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 9—Share-Based Compensation Plans (Continued)

using the Black-Scholes option-pricing model, was $10.98, $8.28 and $8.11, respectively. The total intrinsic value of options exercised in Predecessor fiscal year 2010 and the period from July 1, 2010 to November 4, 2010 was $5,000 and $17,000, respectively. There were no options exercised or cash received for option exercises in Predecessor fiscal year 2009. Clorox received $2,000 and $6,000 from Company employees during Predecessor fiscal year 2010 and the period from July 1, 2010 to November 4, 2010, respectively, from stock options exercised under the 2005 Clorox Plan.

        Stock option awards outstanding as of November 4, 2010, have generally been granted at prices that were either equal to or above the market value of the stock on the date of grant. Stock options outstanding as of November 4, 2010, generally vest over four years and expire no later than 10 years after the grant date. The Predecessor generally recognized compensation expense ratably over the vesting period. At November 4, 2010, there was $56,000 of total unrecognized compensation cost related to non-vested options, which was expected to be recognized over a remaining weighted-average vesting period of two years, subject to forfeitures. Aggregate intrinsic value for the Predecessor period's options was calculated as the difference between the exercise price of the underlying awards and the quoted price of Clorox's common stock.

Restricted Stock Awards

        The fair value of restricted stock awards for the Predecessor periods was estimated on the date of grant based on the market price of Clorox stock and was amortized to compensation expense on a straight-line basis over the related vesting periods, which were generally three to four years. The total number of restricted stock awards expected to vest was adjusted by estimated forfeiture rates. Restricted stock grants prior to July 1, 2009, received dividend distributions during their vesting period. Restricted stock grants after July 1, 2009 received dividends earned during the vesting period upon vesting.

        No shares vested in Predecessor fiscal year 2010 or during the period from July 1, 2010 to November 4, 2010. The total fair value of the shares that vested in Predecessor fiscal year 2009 was $11,000. There were no restricted stock awards granted during Predecessor fiscal years 2009 and 2010 or during the period from July 1, 2010 to November 4, 2010.

Performance Units

        The Predecessor's performance unit grants provided for the issuance of common stock to certain managerial staff and executive management if the Predecessor achieved certain performance targets. The performance unit grants vested after three years. Performance unit grants prior to July 1, 2009 received dividend distributions during their vesting periods. Performance unit grants after July 1, 2009 received dividends earned during the vesting period upon vesting. The fair value of each grant issued was estimated on the date of grant based on the current market price of Clorox's stock. The total amount of compensation expense recognized reflects estimated forfeiture rates, and the initial assumption that performance goals would be achieved. Compensation expense was adjusted quarterly based on management's assessment of the probability that performance goals would be achieved. If such goals were not met or it was determined that achievement of performance goals was not probable, any previously recognized compensation expense was reversed. If it was determined that the performance goals would be exceeded, additional compensation expense was recognized.

F-32

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 9—Share-Based Compensation Plans (Continued)

        The number of shares issued would be dependent upon vesting and the achievement of specified performance targets. At November 4, 2010, there was $109,000 of total unrecognized compensation cost related to non-vested performance unit grants which was expected to be recognized over a remaining weighted-average performance period of two years. The weighted-average grant-date fair value of awards granted was $63.95, $57.25 and $66.48, per share for Predecessor fiscal years 2009 and 2010 and the period from July 1, 2010 to November 4, 2010, respectively.

        The following table summarizes performance unit award activity for Predecessor fiscal year 2010 and the period from July 1, 2010 to and as of November 4, 2010 (in thousands, except per share amounts):

	Number of Shares			Weighted- Average Grant-Date Fair Value Per Share
Outstanding at June 30, 2009		3,945			62
Granted		980			57
Vested		(1,875	)		62
Forfeited		(540	)		61
Outstanding at June 30, 2010		2,510			61
Granted		1,210			66
Vested		(910	)		61
Forfeited		(2,390	)		63
Outstanding at November 4, 2010		420			61

        The total fair value of performance units vested and distributed was $36,000, $115,000 and $74,000 during Predecessor fiscal years 2009 and 2010 and the period from July 1, 2010 to November 4, 2010, respectively. Any options that were not vested as of the date of the Acquisition were forfeited.

Successor Period Share-Based Plans

        In November 2010, the Company's Parent's Board of Directors approved the 2010 Stock Option Plan (the "2010 AAG Option Plan"), which authorized equity awards to be granted for up to 26,500,000 shares of Parent's common stock. Under the 2010 AAG Option Plan, certain management and key employees of the Company have been or may be granted a combination of time-based and performance-based options to purchase the Parent's common stock. Share-based compensation expense related to employee grants under the 2010 AAG Option Plan has been reflected in these financial statements.

        The Company's Parent has the option, not obligation, to repurchase shares issued pursuant to the exercise of stock options to employees who terminate employment under certain circumstances. The purchase price of the Parent's call option depends on the circumstances under which the employee terminates employment with the Company. If a participant in the 2010 AAG Option Plan were to terminate employment, the Parent's exercise of a repurchase right under the Amended and Restated Shareholders' Agreement on shares received by the former employee through the exercise of stock

F-33

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 9—Share-Based Compensation Plans (Continued)

options may require equity awards to be expensed in the Company's statement of operations in the period in which the termination occurs.

        The Successor utilizes the Black-Scholes method to estimate the fair value of time-based options and a Monte Carlo simulation model based on the assumptions used in the time-based options' Black-Scholes model to estimate the fair values of performance-based options. The following weighted-average assumptions were used for time-based and performance-based option grants in the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011:

	Period from November 5, 2010 to December 31, 2010	Year ended December 31, 2011
Expected life	6.5 years	6.5 years
Expected volatility	50.0%	50.0%
Risk-free interest rate	1.53% - 2.26%	1.45% - 3.05%
Dividend yield	0%	0%

        The expected life of the stock options on the option grants during the Successor period is determined using a simplified method based on the average of the weighted vesting term and the contractual term of the options. The Company estimates stock option forfeitures based on historical data from the Predecessor and adjusts the rate to expected forfeitures periodically. The adjustment of the forfeiture rate will result in a cumulative catch-up adjustment in the period the forfeiture estimate is changed. Expected volatility for the Successor period was determined based on a five-company peer group, all of which have publicly traded stock. The risk-free interest rate is based on the implied yield on a U.S. Treasury yield curve with a term similar to the expected remaining term of the option on the date of the grant. Dividend yield for the Successor period is determined based on projected annual dividend payments.

        The following table summarizes stock option activity for time-based options under the 2010 AAG Option Plan for the Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011 (in thousands, except per share and year amounts):

	Number of Time-Based Shares			Weighted- Average Exercise Price		Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at November 5, 2010		—		$	—		$	—
Granted		5,455			1.00
Outstanding at December 31, 2010		5,455			1.00
Granted		3,023			1.01
Forfeited		(1,723	)		1.00
Outstanding at December 31, 2011		6,755			1.01	9.1 years		—
Vested and exercisable at December 31, 2011		1,064			1.00	9.1 years		—

F-34

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 9—Share-Based Compensation Plans (Continued)

        The following table summarizes stock option activity for performance-based options under the 2010 AAG Option Plan for the Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011 (in thousands, except per share and year amounts):

	Number of Performance- Based Shares			Weighted- Average Exercise Price		Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at November 5, 2010		—		$	—		$	—
Granted		9,849			1.00
Outstanding at December 31, 2010		9,849			1.00
Granted		6,444			1.01
Forfeited		(3,445	)		1.00
Outstanding at December 31, 2011		12,848			1.01	9.1 years		—

        There were no performance-based options vested and exercisable as of December 31, 2011.

        There have been no stock options exercised to date under the 2010 AAG Option Plan and no cash received. The weighted-average fair value per share of each time-based option granted during the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011 estimated at the grant date using the Black-Scholes option-pricing model was $0.21. The weighted-average fair value per share of each performance-based option granted during the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011 was $0.15 using a Monte Carlo simulation model.

        Under the 2010 AAG Option Plan, time-based options vest ratably over the applicable service period, which is five years, on each anniversary of the date of grant. The Company generally recognizes share-based compensation expense ratably over the vesting period. Performance-based options vest upon the attainment of specified returns on capital to the Company's shareholders. Time-based and performance-based options expire ten years from the date of grant. Time-based options vest upon a change in control event, subject to certain conditions. The aggregate intrinsic values for the Successor period in the tables above represent the pre-tax differences between the estimated fair market value of the Parent Company's common stock at December 31, 2010 and 2011 and the exercise price of each outstanding and exercisable stock option at December 31, 2010 and 2011. This assumes that the option holders had been able to receive fair market value through the exercise of their options. At December 31, 2011, the total amount of unrecognized compensation cost is $1,061,000 for time-based options.

        Compensation expense on performance-based option grants is not recognized until conditions entitling participants to their shares becomes probable. At December 31, 2010 and 2011, the Company considered the conditions entitling the performance-based option holders to exercise their options to be less than probable. Accordingly, the Company has not recognized compensation expense related to its performance-based grants. At December 31, 2011, the total amount of unrecognized compensation costs for performance-based options, net of expected forfeitures was $1,773,000.

F-35

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 10—Restructuring

        Restructuring charges (benefits) were 994,000, $11,000 and $(146,000) in Predecessor fiscal years 2009 and 2010 and in the period from July 1, 2010 to November 4, 2010, respectively. As part of the Company's network simplification project, the Company closed its Paulsboro plant in Predecessor fiscal year 2008 and made the decision to close the leased warehousing facility in Mentor, Ohio, which was originally scheduled to close in July 2011. Management re-evaluated the continued use of the Mentor facility and determined to continue using this facility through the expiration of the lease in September 2012. The building, machinery and equipment associated with the Paulsboro plant and the Mentor facility have been included in the combined financial statements, including the related depreciation expense. At June 30, 2009, the building, machinery and equipment related to Paulsboro were fully depreciated. In connection with the Acquisition, Clorox retained the land related to the Paulsboro plant and, therefore, the land is excluded from these financial statements. Clorox maintains an accrual for potential litigation claims and an assessment for an environmental matter associated with the Paulsboro plant. Any related environmental liability was retained by Clorox and, therefore, no amounts have been recorded related to this matter in these financial statements.

        Total restructuring (benefits) charges, including cost of products sold, for the Predecessor periods were as follows (in thousands):

	Year ended June 30,
						Period from July 1, 2010 to November 4, 2010
	2009		2010
Cost of products sold	$	703	$	(99	)	$	85
Severance		666		—			(268	)
Other		328		11			122
	$	1,697	$	(88	)	$	(61	)

        Amounts reflected in cost of products sold (benefits) charges consist primarily of accelerated depreciation. In Predecessor fiscal 2010 and the period from July 1, 2010 to November 4, 2010, cost of products sold also includes the acceleration of deferred rent on the Mentor facility of $482,000 and $24,000.

        The Company recorded no restructuring charges and made no severance payments in the Successor period from November 5, 2010 to December 31, 2010 or the year ended December 31, 2011.

        Total severance payments for Predecessor fiscal year 2009 were $1,304,000, and zero for both Predecessor fiscal year 2010 and the period from July 1, 2010 to November 4, 2010. Total accrued severance was $268,000 at June 30, 2010. There was no accrued severance as of November 4, 2010, December 31, 2010 or December 31, 2011.

        The Company may, from time to time, decide to pursue additional restructuring related initiatives and, therefore, may incur restructuring, asset impairment, severance and related charges in the future.

F-36

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 11—Income Taxes

        The provision (benefit) for income taxes on earnings (loss) before income taxes, by tax jurisdiction, consisted of the following (in thousands):

	Year ended June 30,
						Period from July 1, 2010 to November 4, 2010		Period from November 5, 2010 to December 31, 2010			Year ended December 31, 2011
	2009			2010
	(Predecessor)			(Predecessor)		(Predecessor)		(Successor)			(Successor)
Current:
Federal	$	20,662		$	26,753	$	4,781	$	7		$	1,501
State		3,585			4,272		1,014		83			994
Foreign		1,947			2,661		1,269		78			104
Total current		26,194			33,686		7,064		168			2,599
Deferred:
Federal		788			525		1,657		(7,037	)		(12,247	)
State		40			36		7		(861	)		(1,343	)
Foreign		(396	)		30		—		(520	)		(714	)
Total deferred		432			591		1,664		(8,418	)		(14,304	)
Total	$	26,626		$	34,277	$	8,728	$	(8,250	)	$	(11,705	)

        The components of earnings (loss) before income taxes, by tax jurisdiction, were as follows (in thousands):

	Year ended June 30,
					Period from July 1, 2010 to November 4, 2010		Period from November 5, 2010 to December 31, 2010			Year ended December 31, 2011
	2009		2010
	(Predecessor)		(Predecessor)		(Predecessor)		(Successor)			(Successor)
United States	$	70,773	$	82,371	$	20,685	$	(29,395	)	$	(23,605	)
Foreign		3,413		7,931		4,167		(971	)		(5,768	)
	$	74,186	$	90,302	$	24,852	$	(30,366	)	$	(29,373	)

F-37

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 11—Income Taxes (Continued)

        A reconciliation of the statutory federal income tax rate to the Company's effective tax rate on earnings (loss) before income taxes follows:

	Year ended June 30,
							Period from July 1, 2010 to November 4, 2010			Period from November 5, 2010 to December 31, 2010			Year ended December 31, 2011
	2009			2010
	(Predecessor)			(Predecessor)			(Predecessor)			(Successor)			(Successor)
Statutory federal tax rate		35.0	%		35.0	%		35.0	%		35.0	%		35.0	%
State taxes (net of federal tax benefits)		3.2			3.1			2.7			1.7			0.8
Foreign rate differential		—			—			—			—			2.9
Domestic manufacturing deduction		(2.1	)		(0.5	)		(1.7	)		—			—
Acquisition-related		—			—			—			(8.6	)		(0.6	)
Other differences		(0.2	)		0.4			(0.9	)		(0.9	)		1.7
Effective tax rate		35.9	%		38.0	%		35.1	%		27.2	%		39.8	%

        Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to be reversed. Significant deferred tax assets and liabilities consist of the following (in thousands):

	June 30, 2010			November 4, 2010			December 31, 2010			December 31, 2011
	(Predecessor)			(Predecessor)			(Successor)			(Successor)
Deferred tax assets:
Compensation and benefits programs	$	619		$	585		$	—		$	—
Accrual and reserves		605			667			550			1,014
Inventory costs		56			56			249			2,861
Acquisition-related		—			—			2,891			2,613
Net operating losses		—			—			971			1,221
Other		1,792			1,012			—			—
Total deferred tax assets		3,072			2,320			4,661			7,709
Deferred tax liabilities:
Fixed and intangible assets		(4,539	)		(5,933	)		(128,827	)		(119,137	)
Tax effect of deferred translation		(402	)		—			—			—
Inventory costs		—			—			(1,388	)		—
Unremitted foreign earnings		(2,105	)		(2,261	)		—			—
Total deferred tax liabilities		(7,046	)		(8,194	)		(130,215	)		(119,137	)
Net deferred tax liabilities	$	(3,974	)	$	(5,874	)	$	(125,554	)	$	(111,428	)

F-38

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 11—Income Taxes (Continued)

        The net deferred tax assets and liabilities are included in the combined balance sheets as follows (in thousands):

	June 30, 2010			November 4, 2010			December 31, 2010			December 31, 2011
	(Predecessor)			(Predecessor)			(Successor)			(Successor)
Current deferred tax assets	$	2,208		$	1,388		$	1,057		$	5,061
Current deferred tax liabilities		—			—			(670	)		—
Non-current deferred tax assets		47			48			—			—
Non-current deferred tax liabilities		(6,229	)		(7,310	)		(125,941	)		(116,489	)
Net deferred tax liabilities	$	(3,974	)	$	(5,874	)	$	(125,554	)	$	(111,428	)

        The Company periodically reviews its deferred tax assets for recoverability. A valuation allowance is established when the Company believes that it is more likely than not that some portion of its deferred tax assets will not be realized. The Company determined that a valuation allowance is not required to reduce deferred tax assets because all deferred tax assets are more likely than not to be realized. As of December 31, 2011, the Company had net operating loss carryforwards of zero and $600,000 for federal and state net operating loss carryforwards, respectively, available to offset future taxable income which expire in varying amounts beginning in 2030. The Company had aggregate foreign net operating losses of approximately $4,158,000 as of December 31, 2011 which expire in varying amounts beginning in 2014.

        In June 2008, Clorox reached settlement with the Internal Revenue Service (IRS) resolving tax issues originally arising in 2002. As a result of the settlement agreement, Clorox paid $1,972,000 in federal taxes and interest for 2002 in the fourth quarter of Predecessor fiscal year 2008. The Company had previously provided for these uncertain tax positions. In the first quarter of Predecessor fiscal year 2010, Clorox paid federal tax and interest of $1,237,000 related to the 2004 and 2006 tax years. No tax benefits had previously been recognized for the issues related to the 2004 and 2006 tax settlements. No tax benefits had previously been recognized for the issues related to the 2003 tax settlement. In the period from July 1, 2010 to November 4, 2010, the Company was refunded net federal tax and interest of $1,370,000 related to the 2003, 2004 and 2006 tax years.

        In connection with Acquisition, Clorox has agreed to indemnify the Company for any taxes and interest associated with the Predecessor periods.

        The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. As of June 30, 2010, November 4, 2010, December 31, 2010 and December 31, 2011, the total balance of accrued interest and penalties related to uncertain tax positions was $114,000, $144,000, $151,000 and $136,000, respectively. For the years ended June 30, 2009 and 2010, the period from July 1, 2010 to November 4, 2010, the period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, interest and penalties included in income tax expense were not significant.

F-39

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 11—Income Taxes (Continued)

        The following is a reconciliation of the beginning and ending amounts of the Company's gross unrecognized tax benefits (in thousands):

	Year ended June 30,
						Period from July 1, 2010 to November 4, 2010		Period from November 5, 2010 to December 31, 2010		Year ended December 31, 2011
	2009			2010
	(Predecessor)			(Predecessor)		(Predecessor)		(Successor)		(Successor)
Unrecognized tax benefits—beginning of period	$	480		$	471	$	586	$	586	$	586
Gross increases—tax positions in prior periods		21			78		—		—		—
Gross increase—current period tax positions		52			37		—		—		—
Settlements		(82	)		—		—		—		(169	)
Unrecognized tax benefits—end of period	$	471		$	586	$	586	$	586	$	417

        As of June 30, 2010, November 4, 2010, December 31, 2010 and December 31, 2011, the total amount of unrecognized tax benefits was $471,000, $586,000, $586,000 and $417,000, respectively, which would affect the effective tax rate, if recognized. Of the amounts above, $417,000 relates to periods which were included within Clorox tax returns. An offsetting receivable has been recorded in other assets for the Clorox indemnity as of December 31, 2010 and 2011.

        Clorox files income tax returns in the U.S. federal and various state, local and foreign jurisdictions. Certain issues related to Predecessor fiscal years 2003, 2004 and 2006 were settled with the IRS Appeals Division in the period from July 1, 2010 to November 4, 2010. Various income tax returns in state and foreign jurisdictions are currently in the process of examination. The U.S. federal tax returns filed by the Predecessor for all years from 2003 forward are subject to examination by the IRS, except for 2005 for which the statute is closed. Similarly, the Predecessors' California and United Kingdom tax returns are subject to examination from 2006 and 2005 forward, respectively. The U.S. federal tax return filed by the Successor for 2010 is subject to examination by the IRS.

        In the twelve months succeeding December 31, 2011, the Company does not expect total unrecognized tax benefits to significantly change. Audit outcomes and the timing of audit settlements are subject to significant uncertainty.

        The Company provides for U.S. income taxes on the earnings of foreign subsidiaries unless the earnings are considered indefinitely invested outside of the U.S. No provision has been made for U.S. income taxes or foreign withholding taxes on $0.3 million of cumulative unremitted earnings of certain foreign subsidiaries as of December 31, 2011 since the Company intends to indefinitely reinvest these earnings outside the U.S. The Company determined that the calculation of the amount of unrecognized deferred tax liability related to these cumulative unremitted earnings was not practicable. If these

F-40

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 11—Income Taxes (Continued)

earnings were distributed to the Company's U.S. entity, the Company would be subject to additional U.S. income taxes and foreign withholding taxes would be reduced by available foreign tax credits.

Note 12—Retirement Income and Health Benefit Plans

        During the Predecessor periods, substantially all employees of the Company were participants in various defined benefit pension plans and postretirement plans administered and sponsored by Clorox. Benefits under the pension plans were based primarily on years of service and employees' compensation. The postretirement plans provide associates with health care and life insurance benefits upon retirement.

        As discussed in Note 1, the Predecessor period financial statements reflect the plans on a multi-employer basis in accordance with accounting guidance on employers' accounting for pensions. As such, Clorox's actuarially determined total pension costs, which include service costs, interest costs and amortization of actuarial gains/losses, are allocated to the Predecessor based on a ratio of the Company's salary expense to Clorox's salary expense. The Company believes this methodology is a reasonable basis of allocation. For Predecessor fiscal years 2009 and 2010 and for the period from July 1, 2010 to November 4, 2010, the amount of pension expense allocated to the Predecessor from Clorox for Company employees participating in Clorox pension plans was approximately $123,000, $109,000 and $83,000 respectively.

        Additionally, Clorox allocated costs associated with the postretirement plans based upon a ratio of the Predecessor's salary expense to Clorox's salary expense. The Company believes this methodology is a reasonable basis of allocation. For the years ended June 30, 2009 and 2010 and for the period from July 1, 2010 to November 4, 2010, the amount of postretirement expense allocated to the Predecessor from Clorox for Company employees participating in Clorox's postretirement plans was approximately $81,000, $55,000 and $78,000 respectively.

        In connection with Acquisition, the Successor did not assume any liabilities or obligations for pension or other post-retirement benefits to Company employees for Predecessor plans.

Defined Contribution Plans

        During the Predecessor periods, certain employees of the Company participated in Clorox's defined contribution plans. The Predecessor period plans had two components, a 401(k) component and a profit-sharing component. Employee contributions made to the 401(k) component were partially matched with Clorox contributions. Clorox contributions to the profit-sharing component above 3% of employee eligible earnings were discretionary and were based on certain Clorox performance targets for eligible employees. The Successor established a defined contribution plan in the United States for the Company's employees that contains two components, a 401(k) component and a profit-sharing component, which qualifies as a tax deferred savings plan under Section 401(k) of the Internal Revenue Code ("IRC"). Eligible U.S employees may contribute a percentage of their pre-tax compensation, subject to certain IRC limitations. The Plan provides for employer matching contributions to be made at the discretion of the Board of Directors. The Company's aggregate cost of the defined contribution plans was $570,000, $567,000, $184,000, $3,000 and $1,084,000 in Predecessor fiscal years 2009, and 2010, and the period from July 1, 2010 to November 4, 2010, and the Successor period from November 5, 2010 to December 31, 2010 and the year ended December 31, 2011, respectively.

F-41

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 13—Segment Data

        The Company manages its business through two geographic segments: North America and International.

•

North America consists of auto-care products marketed and sold in the United States and Canada. Products within this segment include auto-care products primarily under the Armor All® and STP® brands.

•

International consists of products sold outside North America. Products within this segment include auto-care products primarily under the Armor All® and STP®, brands.

        The following tables summarize the financial performance of the Company's operating segments (in thousands):

	Year ended June 30, 2009 (Predecessor)
	North America		International		Consolidated
Net sales	$	232,829	$	59,562	$	292,391
Earnings before income taxes		65,721		8,465		74,186
Capital expenditures		1,443		—		1,443
Depreciation and amortization		1,965		226		2,191
Share-based compensation		1,940		—		1,940

	Year ended June 30, 2010 (Predecessor)
	North America		International		Consolidated
Net sales	$	233,163	$	66,374	$	299,537
Earnings before income taxes		79,685		10,617		90,302
Capital expenditures		2,312		—		2,312
Depreciation and amortization		2,154		256		2,410
Share-based compensation		2,025		—		2,025

	Period from July 1, 2010 to November 4, 2010 (Predecessor)
	North America		International		Consolidated
Net sales	$	68,080	$	26,261	$	94,341
Earnings before income taxes		19,703		5,149		24,852
Capital expenditures		1,463		—		1,463
Depreciation and amortization		804		88		892
Share-based compensation		586		—		586

	Period from November 5, 2010 to December 31, 2010 (Successor)
	North America		International			Corporate			Consolidated
Net sales	$	28,611	$	6,403		$	—		$	35,014
Earnings (loss) before income taxes		6,925		(919	)		(36,372	)		(30,366	)
Capital expenditures		1,497		42			—			1,539
Depreciation and amortization		1,046		79			5,709			6,834
Share-based compensation		17		1			—			18

F-42

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 13—Segment Data (Continued)

	Year ended December 31, 2011 (Successor)
	North America		International		Corporate			Consolidated
Net sales	$	212,114	$	69,203	$	—		$	281,317
Earnings (loss) before income taxes		33,327		27,553		(90,253	)		(29,373	)
Capital expenditures		11,986		1,025		—			13,011
Depreciation and amortization		7,454		1,107		36,701			45,262
Share-based compensation		256		10		—			266

        Subsequent to the Acquisition, the Company does not allocate its cost of products sold—acquisition related, acquisition-related charges, amortization of intangible assets and interest expense between its North America and International segments but includes them in the tables above under Corporate in order to reconcile the North America and International segments' performance to the Company's consolidated statements of operations. All intersegment sales are eliminated and are not included in the Company's reportable segments' net sales.

        The Company has operations in the United States and abroad, including Australia, Europe, Canada and other international locations. The following tables summarize the allocation of net sales and long-lived tangible assets based on geography (in thousands):

	Year ended June 30,
					Period from July 1, 2010 to November 4, 2010		Period from November 5, 2010 to December 31, 2010		Year ended December 31, 2011
	2009		2010
	(Predecessor)		(Predecessor)		(Predecessor)		(Successor)		(Successor)
U.S.	$	214,861	$	212,603	$	63,340	$	27,594	$	191,436
Canada		17,968		20,560		4,740		1,017		20,678
Europe		23,015		25,488		8,328		1,647		22,270
Rest of world		36,547		40,886		17,933		4,756		46,933
Total net revenues	$	292,391	$	299,537	$	94,341	$	35,014	$	281,317

	Balance at
	June 30, 2010		November 4, 2010		December 31, 2010		December 31, 2011
	(Predecessor)		(Predecessor)		(Successor)		(Successor)
North America	$	11,551	$	12,334	$	18,911	$	27,096
International		1,306		1,272		2,801		2,809
Total long-lived tangible assets	$	12,857	$	13,606	$	21,712	$	29,905

F-43

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries

        The Company conducts substantially all of its business through its subsidiaries. Presented below is condensed consolidating financial information for the Company and its subsidiaries as required by regulations of the Securities and Exchange Commission ("SEC") in connection with the guarantee of the Company's Senior Notes due 2018 that will be registered with the SEC by the Company's domestic subsidiaries. The information segregates the parent company issuer, the combined wholly-owned subsidiary guarantors, the combined non-guarantor subsidiaries, and consolidating adjustments. The operating and investing activities of the separate legal entities are fully interdependent and integrated. Accordingly, the results of the separate legal entities are not representative of what the operating results would be on a stand-alone basis. All of the subsidiary guarantees are both full and unconditional and joint and several.

Armored AutoGroup Inc.
Combining Balance Sheet
June 30, 2010

	Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Total Combined
ASSETS
Current assets:
Cash	$	—	$	—	$	—
Accounts receivable, net		63,298		10,679		73,977
Inventory		27,895		6,695		34,590
Other current assets		2,800		828		3,628
Total current assets		93,993		18,202		112,195
Property, plant and equipment, net		11,551		1,306		12,857
Goodwill		324,752		22,052		346,804
Intangible assets, net		11,993		—		11,993
Other assets		747		—		747
Total assets	$	443,036	$	41,560	$	484,596
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	16,101	$	4,402	$	20,503
Accrued expenses and other liabilities		10,224		4,020		14,244
Income taxes payable		29,774		2,661		32,435
Total current liabilities		56,099		11,083		67,182
Other liabilities		776		—		776
Deferred income taxes		6,199		30		6,229
Total liabilities		63,074		11,113		74,187
Equity		379,962		30,447		410,409
Total liabilities and equity	$	443,036	$	41,560	$	484,596

F-44

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries (Continued)

Armored AutoGroup Inc.
Combining Balance Sheet
November 4, 2010

	Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Total Combined
ASSETS
Current assets:
Cash	$	—	$	—	$	—
Accounts receivable, net		47,693		10,768		58,461
Inventory		31,172		8,746		39,918
Other current assets		1,601		806		2,407
Total current assets		80,466		20,320		100,786
Property, plant and equipment, net		12,334		1,272		13,606
Goodwill		324,752		22,481		347,233
Intangible assets, net		11,992		—		11,992
Other assets		48		—		48
Total assets	$	429,592	$	44,073	$	473,665
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	9,152	$	3,215	$	12,367
Accrued expenses and other liabilities		9,256		2,885		12,141
Income taxes payable		5,653		1,269		6,922
Total current liabilities		24,061		7,369		31,430
Other liabilities		900		—		900
Deferred income taxes		7,310		—		7,310
Total liabilities		32,271		7,369		39,640
Equity		397,321		36,704		434,025
Total liabilities and equity	$	429,592	$	44,073	$	473,665

F-45

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries (Continued)

Armored AutoGroup Inc.
Combining Balance Sheet
December 31, 2010

	Issuer			Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
ASSETS
Current assets:
Cash	$	29,966		$	—	$	1,735		$	—		$	31,701
Accounts receivable, net		151			26,540		8,957			—			35,648
Inventory		—			28,432		9,790			—			38,222
Due from Clorox		(1,064	)		3,626		(888	)		—			1,674
Other current assets		2,531			1		1,054			—			3,586
Total current assets		31,584			58,599		20,648			—			110,831
Property, plant and equipment, net		936			17,900		2,876			—			21,712
Goodwill		—			310,576		74,658			—			385,234
Intangible assets, net		—			344,501		80,851			—			425,352
Investment in subsidiaries		765,063			172,909		—			(937,972	)		—
Other assets		7,789			—		—			—			7,789
Total assets	$	805,372		$	904,485	$	179,033		$	(937,972	)	$	950,918
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,249		$	8,418	$	2,519		$	—		$	12,186
Accrued expenses and other liabilities		6,066			7,812		3,527			—			17,405
Income taxes payable		6			83		78			—			167
Notes payable, current portion		645			—		—			—			645
Total current liabilities		7,966			16,313		6,124			—			30,403
Notes payable, less current portion and discount		554,332			—		—			—			554,332
Other liabilities		2,500			—		—			—			2,500
Deferred income taxes		2,832			123,109		—			—			125,941
Total liabilities		567,630			139,422		6,124			—			713,176
Shareholders' equity		237,742			765,063		172,909			(937,972	)		237,742
Total liabilities and shareholders' equity	$	805,372		$	904,485	$	179,033		$	(937,972	)	$	950,918

F-46

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries (Continued)

Armored AutoGroup Inc.
Combining Balance Sheet
December 31, 2011

	Issuer			Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
ASSETS
Current assets:
Cash	$	—		$	—	$	4,935	$	—		$	4,935
Accounts receivable, net		766			42,421		11,113		—			54,300
Inventory		—			29,364		7,886		—			37,250
Due from Clorox		(244	)		11,433		538		—			11,727
Other current assets		7,370			542		2,025		—			9,937
Total current assets		7,892			83,760		26,497		—			118,149
Property, plant and equipment, net		9,102			17,994		2,809		—			29,905
Goodwill		—			310,576		74,217		—			384,793
Intangible assets, net		—			314,304		73,871		—			388,175
Investment in subsidiaries		742,004			171,786		—		(913,790	)		—
Other assets		6,450			—		4		—			6,454
Total assets	$	765,448		$	898,420	$	177,398	$	(913,790	)	$	927,476
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Book overdraft	$	1,987		$	—	$	—	$	—		$	1,987
Accounts payable		2,519			4,419		1,668		—			8,606
Accrued expenses and other liabilities		13,651			5,097		3,866		—			22,614
Income taxes payable		(33,788	)		35,531		78		—			1,821
Due to Parent		795			—		—		—			795
Notes payable, current portion		470			—		—		—			470
Total current liabilities		(14,366	)		45,047		5,612		—			36,293
Notes payable, less current portion and discount		553,861			—		—		—			553,861
Other liabilities		2,500			—		—		—			2,500
Deferred income taxes		5,120			111,369		—		—			116,489
Total liabilities		547,115			156,416		5,612		—			709,143
Shareholders' equity		218,333			742,004		171,786		(913,790	)		218,333
Total liabilities and shareholders' equity	$	765,448		$	898,420	$	177,398	$	(913,790	)	$	927,476

F-47

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries (Continued)

Armored AutoGroup Inc.
Combining Statement of Operations
Year Ended June 30, 2009

	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		Total Combined
Net sales	$	226,007		$	66,384	$	292,391
Cost of products sold		111,091			45,566		156,657
Gross profit		114,916			20,818		135,734
Operating expenses:
Selling and administrative expenses		22,770			8,270		31,040
Advertising costs		18,256			6,907		25,163
Research and development costs		3,590			1		3,591
Amortization of acquired intangible assets		2			—		2
Restructuring costs		994			—		994
Total operating expenses		45,612			15,178		60,790
Operating profit		69,304			5,640		74,944
Non-operating expenses (income):
Other expense (income)		(1,469	)		2,227		758
Earnings before income taxes		70,773			3,413		74,186
Provision for income taxes		25,075			1,551		26,626
Net earnings	$	45,698		$	1,862	$	47,560

F-48

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries (Continued)

Armored AutoGroup Inc.
Combining Statement of Operations
Year Ended June 30, 2010

	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		Total Combined
Net sales	$	227,971		$	71,566	$	299,537
Cost of products sold		100,120			47,552		147,672
Gross profit		127,851			24,014		151,865
Operating expenses:
Selling and administrative expenses		25,719			8,309		34,028
Advertising costs		17,959			6,035		23,994
Research and development costs		3,289			—		3,289
Amortization of acquired intangible assets		3			—		3
Restructuring costs		11			—		11
Total operating expenses		46,981			14,344		61,325
Operating profit		80,870			9,670		90,540
Non-operating expenses (income):
Other expense (income)		(1,501	)		1,739		238
Earnings before income taxes		82,371			7,931		90,302
Provision for income taxes		31,586			2,691		34,277
Net earnings	$	50,785		$	5,240	$	56,025

F-49

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries (Continued)

Armored AutoGroup Inc.
Combining Statement of Operations
Period from July 1, 2010 to November 4, 2010

	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		Total Combined
Net sales	$	70,932		$	23,409	$	94,341
Cost of products sold		36,333			13,868		50,201
Gross profit		34,599			9,541		44,140
Operating expenses:
Selling and administrative expenses		8,239			2,677		10,916
Advertising costs		5,073			2,509		7,582
Research and development costs		1,063			—		1,063
Amortization of acquired intangible assets		1			—		1
Restructuring benefits		(146	)		—		(146	)
Total operating expenses		14,230			5,186		19,416
Operating profit		20,369			4,355		24,724
Non-operating expenses (income):
Other expense (income)		(316	)		188		(128	)
Earnings before income taxes		20,685			4,167		24,852
Provision for income taxes		7,459			1,269		8,728
Net earnings	$	13,226		$	2,898	$	16,124

F-50

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries (Continued)

Armored AutoGroup Inc.
Combining Statement of Operations
Period from November 5, 2010 to December 31, 2010

	Issuer			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Net sales	$	—		$	48,109		$	5,060		$	(18,155	)	$	35,014
Cost of products sold		—			37,012			1,726			(18,155	)		20,583
Cost of products sold—acquisition related		—			7,229			—			—			7,229
Gross profit		—			3,868			3,334			—			7,202
Operating expenses:
Selling and administrative expenses		383			3,519			1,520			—			5,422
Advertising costs		—			595			1,645			—			2,240
Research and development costs		—			609			—			—			609
Amortization of acquired intangible assets		—			4,695			1,014			—			5,709
Acquisition-related charges		16,026			—			—			—			16,026
Total operating expenses		16,409			9,418			4,179			—			30,006
Operating profit (loss)		(16,409	)		(5,550	)		(845	)		—			(22,804	)
Non-operating expenses (income):
Interest expense		7,350			—			—			—			7,350
Other expense (income)		58			—			154			—			212
Loss before income taxes		(23,817	)		(5,550	)		(999	)		—			(30,366	)
Benefit for income taxes		(5,643	)		(2,165	)		(442	)		—			(8,250	)
Equity earnings of subsidiaries, net of taxes		(3,942	)		(557	)		—			4,499			—
Net loss	$	(22,116	)	$	(3,942	)	$	(557	)	$	4,499		$	(22,116	)

F-51

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries (Continued)

Armored AutoGroup Inc.
Combining Statement of Operations
Year Ended December 31, 2011

	Issuer			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Net sales	$	—		$	233,176		$	77,870		$	(29,729	)	$	281,317
Cost of products sold		—			123,721			59,122			(29,729	)		153,114
Cost of products sold—acquisition related		—			4,439			—			—			4,439
Gross profit		—			105,016			18,748			—			123,764
Operating expenses:
Selling and administrative expenses		17,475			11,766			10,999			—			40,240
Advertising costs		—			17,941			6,758			—			24,699
Research and development costs		—			2,307			—			—			2,307
Amortization of acquired intangible assets		—			30,181			6,520			—			36,701
Acquisition-related charges		1,020			—			—			—			1,020
Total operating expenses		18,495			62,195			24,277			—			104,967
Operating (loss) profit		(18,495	)		42,821			(5,529	)		—			18,797
Non-operating expenses (income):
Interest expense		48,090			—			—			—			48,090
Other (income) expense		(64	)		(95	)		239			—			80
(Loss) earnings before income taxes		(66,521	)		42,916			(5,768	)		—			(29,373	)
(Benefit) provision for income taxes		(35,194	)		24,099			(610	)		—			(11,705	)
Equity earnings (loss) of subsidiaries, net of taxes		13,659			(5,158	)		—			(8,501	)		—
Net (loss) earnings	$	(17,668	)	$	13,659		$	(5,158	)	$	(8,501	)	$	(17,668	)

F-52

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries (Continued)

Armored AutoGroup Inc.
Combining Statement of Cash Flows
Year Ended June 30, 2009

	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Total Combined
Cash flows from operating activities:
Net earnings	$	45,698		$	1,862		$	47,560
Adjustments:
Depreciation and amortization		1,965			226			2,191
Share-based compensation		1,940			—			1,940
Deferred income taxes		828			(396	)		432
Restructuring		703			—			703
Other		(373	)		(806	)		(1,179	)
Cash effect of changes, net of acquisition effects, in:
Receivables, net		6,475			1,680			8,155
Inventory		3,953			828			4,781
Other current assets		(414	)		113			(301	)
Accounts payable and accrued liabilities		(834	)		(218	)		(1,052	)
Income taxes payable		(6,867	)		(1,940	)		(8,807	)
Net cash provided by operating activities		53,074			1,349			54,423
Cash flows from investing activities:
Capital expenditures		(1,400	)		(43	)		(1,443	)
Other		(964	)		—			(964	)
Net cash used in investing activities		(2,364	)		(43	)		(2,407	)
Cash flows from financing activities:
Distributions to Clorox		(50,710	)		(1,306	)		(52,016	)
Net cash used in financing activities		(50,710	)		(1,306	)		(52,016	)
Effect of exchange rate on cash		—			—			—
Net increase in cash		—			—			—
Cash at beginning of period		—			—			—
Cash at end of period	$	—		$	—		$	—

F-53

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries (Continued)

Armored AutoGroup Inc.
Combining Statement of Cash Flows
Year Ended June 30, 2010

	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Total Combined
Cash flows from operating activities:
Net earnings	$	50,785		$	5,240		$	56,025
Adjustments:
Depreciation and amortization		2,154			256			2,410
Share-based compensation		2,025			—			2,025
Deferred income taxes		561			30			591
Restructuring		256			—			256
Other		(237	)		275			38
Cash effect of changes, net of acquisition effects, in:
Receivables, net		(32,735	)		1,119			(31,616	)
Inventory		(5,129	)		1,184			(3,945	)
Other current assets		40			185			225
Accounts payable and accrued liabilities		4,521			126			4,647
Income taxes payable		5,169			714			5,883
Net cash provided by operating activities		27,410			9,129			36,539
Cash flows from investing activities:
Capital expenditures		(2,237	)		(75	)		(2,312	)
Net cash used in investing activities		(2,237	)		(75	)		(2,312	)
Cash flows from financing activities:
Distributions to Clorox		(25,173	)		(9,054	)		(34,227	)
Net cash used in financing activities		(25,173	)		(9,054	)		(34,227	)
Effect of exchange rate on cash		—			—			—
Net increase in cash		—			—			—
Cash at beginning of period		—			—			—
Cash at end of period	$	—		$	—		$	—

F-54

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries (Continued)

Armored AutoGroup Inc.
Combining Statement of Cash Flows
Period from July 1, 2010 to November 4, 2010

	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Total Combined
Cash flows from operating activities:
Net earnings	$	13,226		$	2,898		$	16,124
Adjustments:
Depreciation and amortization		803			89			892
Share-based compensation		586			—			586
Deferred income taxes		1,729			—			1,729
Restructuring		85			—			85
Other		388			(100	)		288
Cash effect of changes, net of acquisition effects, in:
Receivables, net		15,605			(89	)		15,516
Inventory		(3,276	)		(2,051	)		(5,327	)
Other current assets		411			22			433
Accounts payable and accrued liabilities		(7,785	)		(2,323	)		(10,108	)
Income taxes payable		(24,121	)		(1,392	)		(25,513	)
Net cash provided by operating activities		(2,349	)		(2,946	)		(5,295	)
Cash flows from investing activities:
Capital expenditures		(1,409	)		(54	)		(1,463	)
Net cash used in investing activities		(1,409	)		(54	)		(1,463	)
Cash flows from financing activities:
Distributions to Clorox		3,758			3,000			6,758
Net cash used in financing activities		3,758			3,000			6,758
Effect of exchange rate on cash		—			—			—
Net increase in cash		—			—			—
Cash at beginning of period		—			—			—
Cash at end of period	$	—		$	—		$	—

F-55

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries (Continued)

Armored AutoGroup Inc.
Combining Statement of Cash Flows
Period from November 5, 2010 to December 31, 2010

	Issuer			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Total Combined
Cash flows from operating activities:
Net loss	$	(22,116	)	$	(3,942	)	$	(557	)	$	4,499		$	(22,116	)
Adjustments:
Depreciation and amortization		569			5,219			1,046			—			6,834
Share-based compensation		18			—			—			—			18
Deferred income taxes		(6,400	)		(1,498	)		(520	)		—			(8,418	)
Equity earnings of subsidiaries, net of taxes		3,942			557			—			(4,499	)		—
Other		1,400			108			—			—			1,508
Cash effect of changes, net of acquisition effects, in:
Receivables, net		(151	)		(34,174	)		1,811			—			(32,514	)
Inventory		—			14,408			(1,043	)		—			13,365
Due from Clorox		1,064			(3,626	)		888			—			(1,674	)
Other current assets		(1,030	)		1,397			(402	)		—			(35	)
Accounts payable and accrued liabilities		12,681			7,545			6,045			—			26,271
Intercompany receivable / payable		(9,867	)		15,462			(5,610	)		15			—
Income taxes payable		6			83			78			—			167
Net cash (used in) provided by operating activities		(19,884	)		1,539			1,736			15			(16,594	)
Cash flows from investing activities:
Capital expenditures		—			(1,539	)		—			—			(1,539	)
Acquisition, net		(754,616	)		(36,573	)		(36,573	)		73,146			(754,616	)
Net cash used in investing activities		(754,616	)		(38,112	)		(36,573	)		73,146			(756,155	)
Cash flows from financing activities:
Proceeds from issuance of common stock		258,800			36,573			36,573			(73,146	)		258,800
Borrowings under term loan facility, net of discount		290,250			—			—			—			290,250
Proceeds from bond issuance, net of discount		264,375			—			—			—			264,375
Debt financing costs		(8,959	)		—			—			—			(8,959	)
Net cash provided by (used in) financing activities		804,466			36,573			36,573			(73,146	)		804,466
Effect of exchange rate on cash		—			—			(1	)		(15	)		(16	)
Net increase in cash		29,966			—			1,735			—			31,701
Cash at beginning of period		—			—			—			—			—
Cash at end of period	$	29,966		$	—		$	1,735		$	—		$	31,701

F-56

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 14—Financial Information for the Company and Its Subsidiaries (Continued)

Armored AutoGroup Inc.
Combining Statement of Cash Flows
Year Ended December 31, 2011

	Issuer			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Total Combined
Cash flows from operating activities:
Net earnings (loss)	$	(17,668	)	$	13,659		$	(5,158	)	$	(8,501	)	$	(17,668	)
Adjustments:
Depreciation and amortization		4,316			33,319			7,627			—			45,262
Share-based compensation		266			—			—			—			266
Deferred income taxes		(1,716	)		(12,410	)		—			—			(14,126	)
Equity (loss) earnings of subsidiaries, net of taxes		(13,659	)		5,158			—			8,501			—
Other		—			80			295						375
Cash effect of changes, net of acquisition effects, in:
Receivables, net		(615	)		(15,881	)		(2,438	)		—			(18,934	)
Inventory		—			(932	)		1,904			—			972
Due from Clorox		(820	)		(7,807	)		(1,426	)		—			(10,053	)
Other current assets		1,040			(541	)		(975	)		—			(476	)
Book overdraft		1,987			—			—			—			1,987
Accounts payable and accrued liabilities		8,855			(6,044	)		(512	)		—			2,299
Intercompany receivable / payable		34,712			(40,710	)		5,612			386			—
Income taxes payable		(35,142	)		35,448			—			—			306
Net cash (used in) provided by operating activities		(18,444	)		3,339			4,929			386			(9,790	)
Cash flows from investing activities:
Capital expenditures		(8,647	)		(3,339	)		(1,025	)		—			(13,011	)
Net cash used in investing activities		(8,647	)		(3,339	)		(1,025	)		—			(13,011	)
Cash flows from financing activities:
Borrowings under revolver		29,500			—			—			—			29,500
Payments on revolver		(29,500	)		—			—			—			(29,500	)
Principal payments on notes payable		(3,000	)		—			—			—			(3,000	)
Advance from Parent		795			—			—			—			795
Debt financing costs		(670	)		—			—			—			(670	)
Net cash used in financing activities		(2,875	)		—			—			—			(2,875	)
Effect of exchange rate on cash		—			—			(704	)		(386	)		(1,090	)
Net (decrease) increase in cash		(29,966	)		—			3,200			—			(26,766	)
Cash at beginning of period		29,966			—			1,735			—			31,701
Cash at end of period	$	—		$	—		$	4,935		$	—		$	4,935

F-57

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 15—Quarterly Financial Information (Unaudited)

        The following table presents selected unaudited financial information for the eight quarters in the period ended December 31, 2011. The results for any quarter are not net indicative of future quarterly results and, accordingly, period-to-period comparisons should not be relied upon as an indication of future performance (in thousands).

	Predecessor (Combined)										Successor (Consolidated)
	Quarters Ended
	March 31, 2010		June 30, 2010		September 30, 2010			Period from October 1, 2010 to November 4, 2010			Period from November 5, 2010 to December 31, 2010
Net sales	$	79,583	$	87,549	$	68,490		$	25,851		$	35,014
Total cost and expense(1)		52,330		61,011		47,791			21,826			57,818
Income (loss) from operations		27,253		26,538		20,699			4,025			(22,804	)
Interest and other expense (income), net		95		204		(99	)		(29	)		7,562
Provision (benefit) for income taxes		10,309		9,995		7,278			1,450			(8,250	)
Net earnings (loss)	$	16,849	$	16,339	$	13,520		$	2,604		$	(22,116	)

	Successor (Consolidated)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011
Net sales	$	80,581		$	79,401		$	61,826		$	59,509
Total cost and expense(2)		69,808			75,016			55,884			61,812
Income (loss) from operations		10,773			4,385			5,942			(2,303	)
Interest and other expense, net		11,609			12,054			12,598			11,908
Benefit for income taxes		(328	)		(3,001	)		(3,100	)		(5,276	)
Net loss	$	(508	)	$	(4,668	)	$	(3,556	)	$	(8,935	)

(1)

Includes merger costs of $16,026,000 in the period from November 5, 2010 to December 31, 2010.

(2)

Includes merger costs of $691,000, $258,000, $45,000 and $26,000 for the quarters ended March 31, June 30, September 30, 2011, and December 31, 2011, respectively

F-58

Armored AutoGroup Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 16—Valuation and Qualifying Accounts (in thousands)

	Balance at beginning of period		Charged to costs and expenses		Charges Utilized / Write-offs			Balance at end of period
Allowance for doubtful accounts
Year ended December 31, 2011	$	108	$	282	$	—		$	390
Period from November 5, 2010 to December 31, 2010(1)		—		108		—			108
Period from July 1, 2010 to November 4, 2010		627		590		(469	)		748
Year ended June 30, 2010		729		450		(552	)		627
Year ended June 30, 2009		542		332		(145	)		729
Allowance for inventory obsolescence
Year ended December 31, 2011	$	20	$	2,031	$	—		$	2,051
Period from November 5, 2010 to December 31, 2010(1)		—		20		—			20
Period from July 1, 2010 to November 4, 2010		1,185		514		(16	)		1,683
Year ended June 30, 2010		830		764		(409	)		1,185
Year ended June 30, 2009		634		489		(293	)		830

(1)

Reserve as of November 4, 2010 was not part of the Acquisition, so beginning reserve at November 5, 2010 is zero.

Note 17—Subsequent Events

        The Company entered into an operating lease on January 26, 2012 for its corporate headquarters that is expected to begin on or about June 1, 2012.

        The Company has evaluated all subsequent events through April 10, 2012, the date the financial statements were available to be issued, and has concluded that no events or transactions have occurred or are pending that would have a material effect on the financial statements at December 31, 2011.

F-59

$275,000,000

Armored Autogroup

Offer to Exchange

Exchange Offer for 9.25% Senior Notes due 2018

PROSPECTUS

                        , 2011

        We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You may not rely on unauthorized information or representations.

        This prospectus does not offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who can not legally be offered the securities.

        The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct, nor do we imply those things by delivering this prospectus or selling securities to you.

Until                        , all dealers that effect transactions in these securities, whether or not participating in the exchange offer may be required to deliver a prospectus. This is in addition to the dealers' obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

Delaware

        Under the Section 145 of the Delaware General Corporation Law ("DGCL"), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 of the DGCL is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current, director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.

        The bylaws of Armored Autogroup Inc. provide for the indemnification of officers and directors to the fullest extent permitted by the General Corporation Law of the State of Delaware.

        We have also purchased insurance insuring our directors and officers against certain liabilities that they might incur as directors or officers, including certain liabilities under the Securities Act of 1933, as amended.

II-1

Item 21.    Exhibits and Financial Statement Schedules.

(a)

Exhibits

        The following is a list of exhibits required by Item 601 of Regulation S-K and filed as part of this registration statement. Exhibits that previously have been filed are incorporated herein by reference.

EXHIBIT NO.		DESCRIPTION
	2.1	Purchase and Sale Agreement, dated September 21, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and The Clorox Company.
	2.2	Amendment No. 1 to Purchase and Sale Agreement, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and The Clorox Company.
	3.1	Amended and Restated Certificate of Incorporation of Armored AutoGroup Inc. (formerly Viking Acquisition Inc.)
	3.2	Bylaws of Armored AutoGroup Inc. (formerly Viking Acquisition Inc.)
	3.3	Certificate of Incorporation of The Armor All/STP Products Company.
	3.4	Amended and Restated Bylaws of The Armor All/STP Products Company.
	3.5	Certificate of Incorporation of STP Products Manufacturing Company.
	3.6	Amended and Restated Bylaws of STP Products Manufacturing Company.
	3.7	Amended and Restated Certificate of Incorporation of Armored AutoGroup Sales Inc.
	3.8	Bylaws of Armored AutoGroup Sales Inc.
	3.9	Certificate of Formation of AA Group (U.S.)—A LLC.
	3.10	Amended and Restated Limited Liability Company Agreement of AA Group (U.S.)—A LLC.
	3.11	Certificate of Formation of AA Group (U.S.)—B LLC.
	3.12	Limited Liability Company Agreement of AA Group (U.S.)—B LLC.
	4.1	Indenture, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and Wells Fargo Bank, National Association, as Trustee.
	4.2	Supplemental Indenture, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.), the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.
	4.3	Registration Rights Agreement, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and J.P. Morgan Securities LLC, for itself and on behalf of the Initial Purchasers listed on Schedule 1 thereto.
	4.4	Joinder to Registration Rights Agreement, dated November 5, 2010, by STP Products Manufacturing Company and The Armor All/STP Products Company.
	4.5	Stockholders Agreement, dated November 5, 2010, by and among Armored AutoGroup Parent Inc. (former Viking Parent Inc.), Avista Capital Partners II, L.P., Avista Capital Partners (Offshore) II,  L.P., Avista Capital Partners (Offshore) II-A, L.P., ACP Viking Co-Invest, LLC and the Management Stockholders, party thereto.
	5.1	Opinion of Kirkland & Ellis LLP.

II-2

EXHIBIT NO.			DESCRIPTION
	10.1	†	Employment Agreement, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and David P. Lundstedt.
	10.2	†	Consulting Letter Agreement, dated November 5, 2010, by Armored AutoGroup Parent, Inc. (formerly Viking Parent Inc.) and accepted by David P. Lundstedt.
	10.3	†	Consulting Letter Agreement, dated November 5, 2010, by Armored AutoGroup Parent Inc. (formerly Viking Parent Inc.) and accepted by Charles McIlvaine.
	10.4	†	Consulting Letter Agreement, dated November 5, 2010, by Armored AutoGroup Parent Inc. (formerly Viking Parent Inc.) and accepted by Allen Yurko.
	10.5	†	Employment Separation Agreement and Release, dated September 30, 2011, by and among Armored AutoGroup Inc. and Dan Steimle.
	10.6	†	Consulting Agreement, dated October 1, 2011, by and among Armored AutoGroup Inc. and Dan Steimle.
	10.7	†	Form of Nonqualified Stock Option Award Agreement.
	10.8	†	Armored AutoGroup Parent Inc. (formerly Viking Parent Inc.) 2010 Equity Incentive Plan.
	10.9		Amended and Restated Credit Agreement, dated March 16, 2011, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.), as borrower, Armored AutoGroup Intermediate Inc. (formerly Viking Intermediate Inc.), the several lenders from time to time parties thereto, Natixis, New York Branch, as Syndication Agent, Royal Bank of Canada, as Documentation Agent, and J.P. Morgan Chase Bank, N.A., as Administrative Agent.
	10.10		Guarantee and Collateral Agreement, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.), Armored AutoGroup Intermediate Inc. (formerly Viking Intermediate Inc.) and certain of its subsidiaries party thereto, in favor of J.P. Morgan Chase Bank, N.A., as Administrative Agent.
	10.11		Advisory Services and Monitoring Agreement, dated November 5, 2011, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and Avista Capital Holdings, L.P.
	10.12	†	Consulting Agreement, dated as of December 1, 2010, by and among Charles McIlvaine and Armored AutoGroup Inc.
	10.13	†	Employment Separation Agreement and Release, dated December 31, 2011, by and among Armored AutoGroup Inc. and Derek Gordon.
	21.1		Subsidiaries of the registrant
	23.1		Consent of Independent Registered Public Accounting Firm
	23.2		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
	24.1		Power of Attorney (included on the signature pages hereto)
	25.1		Statement of Trustee Eligibility
	99.1		Form of Letter of Transmittal

†

Indicates a management contract or compensatory plan or arrangement.

II-3

(b)

Financial Statement Schedules

        All schedules have been omitted because they are not applicable or because the required information is shown in the financial statements or notes thereto.

Item 22.    Undertakings.

        The undersigned registrants hereby undertakes:

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

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

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

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

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

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

        (d)   That, for purposes of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (e)   That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities: the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications,

II-4

the undersigned registrants will each be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

         (ii)  any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrants;

        (iii)  the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrants; and

        (iv)  any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

        (f)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 20, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        (g)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), or 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the date of the registration statement through the date of responding to the request.

        (h)   To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-5

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danbury, State of Connecticut, on April 13, 2012.

ARMORED AUTOGROUP INC. (Registrant)
By:	/s/ DAVID P. LUNDSTEDT
	Name:	David P. Lundstedt
	Title:	Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints David P. Lundstedt and J. Andrew Bolt and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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

Name	Title	Date
/s/ DAVID P. LUNDSTEDT David P. Lundstedt	Chairman, President and Chief Executive Officer	April 13, 2012
/s/ J. ANDREW BOLT J. Andrew Bolt	Executive Vice President, Chief Financial Officer and Principal Accounting Officer	April 13, 2012
/s/ DAVID F. BURGSTAHLER David F. Burgstahler	Director	April 13, 2012
/s/ DAVID DURKIN David Durkin	Director	April 13, 2012
/s/ ALLEN YURKO Allen Yurko	Director	April 13, 2012
/s/ CHARLES MCILVAINE Charles McIlvaine	Director	April 13, 2012

II-6

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danbury, State of Connecticut, on April 13, 2012.

THE ARMOR ALL/STP PRODUCTS COMPANY (Registrant)
By:	/s/ DAVID P. LUNDSTEDT
	Name:	David P. Lundstedt
	Title:	Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints David P. Lundstedt and J. Andrew Bolt and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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

Name	Title	Date
/s/ DAVID P. LUNDSTEDT David P. Lundstedt	Chairman, President and Chief Executive Officer	April 13, 2012
/s/ J. ANDREW BOLT J. Andrew Bolt	Executive Vice President, Chief Financial Officer and Principal Accounting Officer	April 13, 2012

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danbury, State of Connecticut, on April 13, 2012

STP PRODUCTS MANUFACTURING COMPANY (Registrant)
By:	/s/ DAVID P. LUNDSTEDT
	Name:	David P. Lundstedt
	Title:	Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints David P. Lundstedt and J. Andrew Bolt and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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

Name	Title	Date
/s/ DAVID P. LUNDSTEDT David P. Lundstedt	Chairman, President and Chief Executive Officer	April 13, 2012
/s/ J. ANDREW BOLT J. Andrew Bolt	Executive Vice President, Chief Financial Officer and Principal Accounting Officer	April 13, 2012

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danbury, State of Connecticut, on April 13, 2012.

ARMORED AUTOGROUP SALES INC. (Registrant)
By:	/s/ DAVID P. LUNDSTEDT
	Name:	David P. Lundstedt
	Title:	Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints David P. Lundstedt and J. Andrew Bolt and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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

Name	Title	Date
/s/ DAVID P. LUNDSTEDT David P. Lundstedt	Chairman, President and Chief Executive Officer	April 13, 2012
/s/ J. ANDREW BOLT J. Andrew Bolt	Executive Vice President, Chief Financial Officer and Principal Accounting Officer	April 13, 2012

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danbury, State of Connecticut, on April 13, 2012.

AA GROUP (U.S.)—A LLC (Registrant)
By:	Armored AutoGroup Inc.
Its:	Sole Member
By:	/s/ DAVID P. LUNDSTEDT
	Name:	David P. Lundstedt
	Title:	Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints David P. Lundstedt and J. Andrew Bolt and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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

Name	Title	Date
/s/ DAVID P. LUNDSTEDT David P. Lundstedt	President, Chief Executive Officer and Manager	April 13, 2012
/s/ J. ANDREW BOLT J. Andrew Bolt	Executive Vice President, Chief Financial Officer and Principal Accounting Officer	April 13, 2012

II-10

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danbury, State of Connecticut, on April 13, 2012.

AA GROUP (U.S.)—B LLC (Registrant)
By:	Armored AutoGroup Inc.
Its:	Sole Member
By:	/s/ DAVID P. LUNDSTEDT
	Name:	David P. Lundstedt
	Title:	Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints David P. Lundstedt and J. Andrew Bolt and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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

Name	Title	Date
/s/ DAVID P. LUNDSTEDT David P. Lundstedt	President, Chief Executive Officer and Manager	April 13, 2012
/s/ J. ANDREW BOLT J. Andrew Bolt	Executive Vice President, Chief Financial Officer and Principal Accounting Officer	April 13, 2012

II-11

EXHIBIT INDEX

EXHIBIT NO.			DESCRIPTION
	2.1		Purchase and Sale Agreement, dated September 21, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and The Clorox Company.
	2.2		Amendment No. 1 to Purchase and Sale Agreement, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and The Clorox Company.
	3.1		Amended and Restated Certificate of Incorporation of Armored AutoGroup Inc. (formerly Viking Acquisition Inc.)
	3.2		Bylaws of Armored AutoGroup Inc. (formerly Viking Acquisition Inc.)
	3.3		Certificate of Incorporation of The Armor All/STP Products Company.
	3.4		Amended and Restated Bylaws of The Armor All/STP Products Company.
	3.5		Certificate of Incorporation of STP Products Manufacturing Company.
	3.6		Amended and Restated Bylaws of STP Products Manufacturing Company.
	3.7		Amended and Restated Certificate of Incorporation of Armored AutoGroup Sales Inc.
	3.8		Bylaws of Armored AutoGroup Sales Inc.
	3.9		Certificate of Formation of AA Group (U.S.)—A LLC.
	3.10		Amended and Restated Limited Liability Company Agreement of AA Group (U.S.)—A LLC.
	3.11		Certificate of Formation of AA Group (U.S.)—B LLC.
	3.12		Limited Liability Company Agreement of AA Group (U.S.)—B LLC.
	4.1		Indenture, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and Wells Fargo Bank, National Association, as Trustee.
	4.2		Supplemental Indenture, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.), the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.
	4.3		Registration Rights Agreement, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and J.P. Morgan Securities LLC, for itself and on behalf of the Initial Purchasers listed on Schedule 1 thereto.
	4.4		Joinder to Registration Rights Agreement, dated November 5, 2010, by STP Products Manufacturing Company and The Armor All/STP Products Company.
	4.5		Stockholders Agreement, dated November 5, 2010, by and among Armored AutoGroup Parent Inc. (former Viking Parent Inc.), Avista Capital Partners II, L.P., Avista Capital Partners (Offshore) II,  L.P., Avista Capital Partners (Offshore) II-A, L.P., ACP Viking Co-Invest, LLC and the Management Stockholders, party thereto.
	5.1		Opinion of Kirkland & Ellis LLP.
	10.1	†	Employment Agreement, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and David P. Lundstedt.
	10.2	†	Consulting Letter Agreement, dated November 5, 2010, by Armored AutoGroup Parent, Inc. (formerly Viking Parent Inc.) and accepted by David P. Lundstedt .
	10.3	†	Consulting Letter Agreement, dated November 5, 2010, by Armored AutoGroup Parent Inc. (formerly Viking Parent Inc.) and accepted by Charles McIlvaine.

EXHIBIT NO.			DESCRIPTION
	10.4	†	Consulting Letter Agreement, dated November 5, 2010, by Armored AutoGroup Parent Inc. (formerly Viking Parent Inc.) and accepted by Allen Yurko.
	10.5	†	Employment Separation Agreement and Release, dated September 30, 2011, by and among Armored AutoGroup Inc. and Dan Steimle.
	10.6	†	Consulting Agreement, dated October 1, 2011, by and among Armored AutoGroup Inc. and Dan Steimle.
	10.7	†	Form of Nonqualified Stock Option Award Agreement.
	10.8	†	Armored AutoGroup Parent Inc. (formerly Viking Parent Inc.) 2010 Equity Incentive Plan.
	10.9		Amended and Restated Credit Agreement, dated March 16, 2011, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.), as borrower, Armored AutoGroup Intermediate Inc. (formerly Viking Intermediate Inc.), the several lenders from time to time parties thereto, Natixis, New York Branch, as Syndication Agent, Royal Bank of Canada, as Documentation Agent, and J.P. Morgan Chase Bank, N.A., as Administrative Agent.
	10.10		Guarantee and Collateral Agreement, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.), Armored AutoGroup Intermediate Inc. (formerly Viking Intermediate Inc.) and certain of its subsidiaries party thereto, in favor of J.P. Morgan Chase Bank, N.A., as Administrative Agent.
	10.11		Advisory Services and Monitoring Agreement, dated November 5, 2011, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and Avista Capital Holdings, L.P.
	10.12	†	Consulting Agreement, dated as of December 1, 2010, by and among Charles McIlvaine and Armored AutoGroup Inc.
	10.13	†	Employment Separation Agreement and Release, dated December 31, 2011, by and among Armored AutoGroup Inc. and Derek Gordon.
	21.1		Subsidiaries of the registrant
	23.1		Consent of Independent Registered Public Accounting Firm
	23.2		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
	24.1		Power of Attorney (included on the signature pages hereto)
	25.1		Statement of Trustee Eligibility
	99.1		Form of Letter of Transmittal

†

Indicates a management contract or compensatory plan or arrangement.

EX-2.1

Exhibit 2.1

PURCHASE AND SALE AGREEMENT

between

THE CLOROX COMPANY

and

VIKING ACQUISITION INC.

Dated as of September 21, 2010

ARTICLE I	DEFINITIONS AND INTERPRETATION		2
Section 1.1		Defined Terms	2
Section 1.2		Interpretation	2
ARTICLE II	PURCHASE AND SALE OF THE EQUITY INTERESTS AND TRANSFERRED ASSETS		3
Section 2.1		Purchase and Sale; Purchase Price	3
Section 2.2		Equity Interests, Transferred Assets, Retained Assets, Retained Liabilities and Transferred Liabilities	3
Section 2.3		Closing	5
Section 2.4		Closing Deliveries by Clorox Parent	5
Section 2.5		Closing Deliveries by Purchaser	6
Section 2.6		Purchase Price Allocation	6
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF CLOROX PARENT		6
Section 3.1		Organization, Good Standing and Qualification	7
Section 3.2		Authorization; Enforceability	7
Section 3.3		Non-Contravention	7
Section 3.4		Governmental Authorizations	8
Section 3.5		Capitalization and Voting Rights	8
Section 3.6		Subsidiaries	8
Section 3.7		Litigation	9
Section 3.8		Compliance with Laws	9
Section 3.9		Financial Statements	9
Section 3.10		No Undisclosed Liabilities	9
Section 3.11		Absence of Changes	10
Section 3.12		Listed Agreements	10
Section 3.13		Real Property	11
Section 3.14		Environmental Law	11
Section 3.15		Personal Property	11
Section 3.16		Intellectual Property	12
Section 3.17		Employee Benefit Plans	13
Section 3.18		Labor Agreements and Proceedings	13
Section 3.19		Tax Returns, Payments and Elections	14
Section 3.20		Inventory	15
Section 3.21		U.K. Net Working Capital	16
Section 3.22		Insurance	16
Section 3.23		Suppliers and Customers	16
Section 3.24		Product Warranties	16
Section 3.25		Foreign Corrupt Practices Act	16
Section 3.26		No Brokers	17
Section 3.27		Disclaimer	17
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		17
Section 4.1		Organization	18

Section 4.2		Authorization; Enforceability	18
Section 4.3		Non-Contravention	18
Section 4.4		Government Authorizations	19
Section 4.5		Litigation	19
Section 4.6		Investment Intent	19
Section 4.7		Disclosure of Information	19
Section 4.8		Projections	20
Section 4.9		Sufficient Funds	20
Section 4.10		No Knowledge of Breach	20
Section 4.11		No Brokers	20
ARTICLE V	ADDITIONAL AGREEMENTS		20
Section 5.1		Access and Investigation	20
Section 5.2		Conduct of the Business Prior to Closing	21
Section 5.3		Consents; Approvals	22
Section 5.4		Notification	24
Section 5.5		No Negotiation	24
Section 5.6		Names	25
Section 5.7		Tax Matters	25
Section 5.8		Refunds and Credits	28
Section 5.9		Transfer Taxes	28
Section 5.10		Employee Matters	28
Section 5.11		Consents	31
Section 5.12		Post-Closing Assistance	31
Section 5.13		Confidentiality	33
Section 5.14		Non-Compete; Non-Solicitation	34
Section 5.15		Consent to Use Marks	35
Section 5.16		Litigation Support	35
Section 5.17		Negotiation of Ancillary Agreements	36
ARTICLE VI	CONDITIONS TO CLOSING		36
Section 6.1		Conditions to Obligations of Each Party	36
Section 6.2		Additional Conditions to Obligations of Purchaser	36
Section 6.3		Additional Conditions to Obligations of Clorox Parent	37
ARTICLE VII	TERMINATION		37
Section 7.1		Termination	37
Section 7.2		Effect of Termination	38
ARTICLE VIII	INDEMNIFICATION		38
Section 8.1		Survival of Representations and Warranties	38
Section 8.2		Indemnification	39
Section 8.3		Indemnification for Taxes; Defense of Tax Claims	41
Section 8.4		Tax Treatment	43
Section 8.5		Limits on Indemnification	43
Section 8.6		Indemnification as Exclusive Remedy; Specific Performance	43

ii

ARTICLE IX	MISCELLANEOUS		44
Section 9.1		Entire Agreement	44
Section 9.2		Governing Law; Jurisdiction	44
Section 9.3		Waiver of Right to Jury Trial	44
Section 9.4		Notices	44
Section 9.5		Successors and Assigns	45
Section 9.6		Confidentiality	46
Section 9.7		Materiality	46
Section 9.8		Public Announcements	46
Section 9.9		Expenses	46
Section 9.10		Attorneys’ Fees	47
Section 9.11		Amendments and Waivers	47
Section 9.12		Severability	47
Section 9.13		No Third Party Beneficiaries	47
Section 9.14		Counterparts	47
ANNEX I			I-i

SCHEDULES

SCHEDULE A	Business Operating Entities
SCHEDULE B	Allocation of Purchase Price
SCHEDULE C	Business Disclosure Schedule
SCHEDULE D	Purchaser Disclosure Schedule
SCHEDULE E	Knowledge
SCHEDULE 2.2(b)(ii)	Machinery and Equipment
SCHEDULE 2.2(b)(iii)	Personal Property
SCHEDULE 2.2(b)(iv)	Transferred Contracts
SCHEDULE 2.2(c)(iv)	Model Business Products
SCHEDULE 2.2(d)(iii)	Transferred Litigation
SCHEDULE 2.2(f)(vi)	Retained Litigation
SCHEDULE 5.2	Conduct of the Business
SCHEDULE 5.10(a)-1	Employees Transferred into Clorox U.S.
SCHEDULE 5.10(a)-2	Employees Transferred out of Clorox U.K.
SCHEDULE 5.10(a)-3	U.S. Transferring Employees
SCHEDULE 5.10(a)-4	U.K. Transferring Employees
SCHEDULE 5.10(b)-1	Canada Transferring Employees
SCHEDULE 5.10(b)-2	Australia Transferring Employees
SCHEDULE 5.10(h)	Retention Payments

iii

EXHIBITS

EXHIBIT A-1	Form of Equity Transfer Agreement (U.K.)
EXHIBIT A-2	Form of Equity Transfer Agreement (U.S.)
EXHIBIT B-1	Form of Asset and Liability Transfer Agreement (Argentina)
EXHIBIT B-2	Form of Asset and Liability Transfer Agreement (Australia)
EXHIBIT B-3	Form of Asset and Liability Transfer Agreement (Canada)
EXHIBIT B-4	Form of Asset and Liability Transfer Agreement (Costa Rica)
EXHIBIT B-5	Form of Asset and Liability Transfer Agreement (Mexico)
EXHIBIT B-6	Form of Asset and Liability Transfer Agreement (Philippines)
EXHIBIT B-7	Form of Asset and Liability Transfer Agreement (Puerto Rico)
EXHIBIT B-8	Form of Asset and Liability Transfer Agreement (New Zealand)
EXHIBIT C	Form of Transition Services Agreement
EXHIBIT D	Form of Formula License Agreements
EXHIBIT E	Form of Manufacturing Agreement
EXHIBIT F	U.K. Net Working Capital and Value of Final Inventory

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of September 21, 2010 (the “Effective Date”), by and between The Clorox Company, a Delaware corporation (“Clorox Parent”), and Viking Acquisition Inc., a Delaware corporation (“Purchaser” and, together with Clorox Parent, the “Parties”).

RECITALS

WHEREAS, Clorox Parent is engaged, through various entities, in the business of developing, formulating, supplying, manufacturing, packaging, marketing, selling and distributing certain appearance and performance products specifically formulated and sold under the brand names Armor All, STP, Oomph!, Son of a Gun, Tuff Stuff and Car Buddy for use with motor vehicles worldwide;

WHEREAS, Clorox Parent desires to transfer to Purchaser, and Purchaser desires to purchase, assume or receive from Clorox Parent, certain assets, liabilities and employees of the Business, and Clorox Parent is willing to provide, and Purchaser wishes to receive, certain post-Closing services related to the Business;

WHEREAS, Clorox Parent beneficially owns, directly or indirectly, all of the outstanding equity interests of Clorox Europe Ltd. (“Clorox U.K.”), The Armor All/STP Products Company (“Clorox U.S.”), and STP Products Manufacturing Company (“Clorox U.S. Sub”) (each a “Transferred Company,” and collectively, the “Transferred Companies”);

WHEREAS, at the Closing, Clorox Parent shall, and shall cause Clorox Luxembourg S.a.r.l. (“Clorox Luxembourg”) to, transfer all of the outstanding equity interests in the Transferred Companies to Purchaser or one or more Subsidiaries designated by Purchaser, pursuant to the Equity Transfer Agreements;

WHEREAS, Clorox Parent operates the Business in part through Clorox Argentina, S.A. (“Clorox Argentina”), Clorox Australia Pty., Ltd. (“Clorox Australia”), The Clorox Company of Canada, Ltd. (“Clorox Canada”), Clorox de Centro America, S.A. (“Clorox Costa Rica”), Clorox de Mexico, S. de R.L. de C.V. (“Clorox Mexico”), Clorox International Philippines, S.A. (“Clorox Philippines”), Clorox Commercial Company (“Clorox Puerto Rico”), and Clorox New Zealand Ltd. (“Clorox New Zealand”) (each, an “Asset Transferring Company,” and collectively, the “Asset Transferring Companies”, and together with Clorox Parent and Clorox Luxembourg, the “Transferring Companies”);

WHEREAS, at the Closing, Clorox Parent shall cause each of the Asset Transferring Companies to transfer certain assets and liabilities relating to the Business to Purchaser or one or more Subsidiaries designated by Purchaser, and Purchaser shall, or shall cause such Subsidiaries to, acquire certain assets and assume certain liabilities relating to the Business, pursuant to the applicable Asset and Liability Transfer Agreements;

WHEREAS, at the Closing, Clorox Parent and Purchaser shall enter into, or cause their Subsidiaries, as applicable, to enter into a Transition Services Agreement in substantially the form set forth as Exhibit C (the “Transition Services Agreement”), Formula License Agreements in substantially the forms set forth as Exhibit D (the “Formula License Agreements”) and a Manufacturing Agreement, in substantially the form set forth as Exhibit E (the “Manufacturing Agreement”); and

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition to the willingness of Clorox Parent to enter into this Agreement, the Guarantor (as defined in the Limited Guaranty) is entering into a limited guaranty in favor of Clorox Parent (the “Limited Guaranty”), pursuant to which, subject to the terms and conditions contained therein, the Guarantor is guaranteeing certain obligations of Purchaser in connection with this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual terms, conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Clorox Parent and Purchaser hereby agree as follows:

ARTICLE I
DEFINITIONS AND INTERPRETATION

Section 1.1Defined Terms.  All capitalized terms not otherwise defined herein shall have the meanings set forth opposite such terms in Annex I to this Agreement.

Section 1.2Interpretation.

(a)As used in this Agreement, references to the Preamble or to the Recitals, Articles, Sections, Annexes, Schedules or Exhibits are to the Preamble or a Recital or Section or Article of, or an Annex, Schedules or Exhibit to, this Agreement unless otherwise indicated.

(b)The various headings and subheadings contained in this Agreement are for reference purposes only and do not limit or otherwise affect any of the provisions of this Agreement.

(c)Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.”  Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular.  All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require.

(d)The Schedules and Exhibits identified in this Agreement, including the Business Disclosure Schedule and the Purchaser Disclosure Schedule, are incorporated herein by reference and made a part of this Agreement.

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(e)This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

ARTICLE II
PURCHASE AND SALE OF THE EQUITY INTERESTS
AND TRANSFERRED ASSETS

Section 2.1Purchase and Sale; Purchase Price.  Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase or, as applicable, to cause one or more of its Subsidiaries to purchase, at the Closing, and Clorox Parent agrees to sell, convey, transfer and assign or, as applicable, to cause its Subsidiaries to sell, convey, transfer and assign, to Purchaser or one or more Subsidiaries of Purchaser at the Closing (a) the Equity Interests; and (b) the Transferred Assets in exchange for (i) payment of the Estimated Purchase Price and (ii) the assumption of the Transferred Liabilities.  Purchaser (on its own behalf or, as applicable, on behalf of Subsidiaries of Purchaser) shall pay the Estimated Purchase Price at the Closing by wire transfer of immediately available funds to an account or accounts designated by Clorox Parent at least three Business Days prior to the Closing Date.

Section 2.2Equity Interests, Transferred Assets, Retained Assets, Retained Liabilities and Transferred Liabilities.

(a)Equity Interests. The term “Equity Interests” shall mean all of the outstanding equity interests of the Transferred Companies.

(b)Transferred Assets.  The term “Transferred Assets” shall mean all of the right, title and interest of Clorox Parent and its Subsidiaries in assets existing as of the Closing Date and used or held for use exclusively in the operation of the Business, other than (i) assets held by or on behalf of the Transferred Companies, which are being transferred by operation of Law pursuant to the Equity Transfer Agreements, (ii) assets held by or on behalf of First Brands (Bermuda) Ltd. and its respective Subsidiaries, which are not being transferred pursuant to the Contemplated Transactions, and (iii) the Retained Assets, but including without limitation, the following assets to the extent existing on the Closing Date:

(i)Inventory.  All Inventory held by or on behalf of the Transferring Companies (the “Transferring Company Inventory”);

(ii)Machinery and Equipment.  All tools, dies, jigs, molds, patterns, machinery and equipment (including manufacturing assembly and test equipment) whether held by or on behalf of the Transferring Companies used or held for use exclusively in the operation of the Business or otherwise listed on Schedule 2.2(b)(ii);

(iii)Personal Property.  All tangible personal property, office furnishings and furniture, display racks, shelves, decorations, notebooks, prototypes, models, supplies and other tangible personal property used or held for use exclusively in the operation of the Business or otherwise listed on Schedule 2.2(b)(ii);

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(iv)Contracts.  All rights in, to and under the Contracts listed on Schedule 2.2(b)(iv) and all other Contracts to which a Transferring Company is a party or by which a Transferring Company is bound that exclusively relate to the operation of the Business (together with any Contracts to be transferred pursuant to operation of Law under the Equity Transfer Agreements, the “Transferred Contracts”); and

(v)Brand Sense.  All rights of Clorox Parent under the Amended and Restated Professional Services agreement between Clorox Parent and Brand Sense Partners, LLC (“BSP”), dated September 1, 2007 (“BSP Agreement”), solely to the extent those rights relate exclusively to the “STP” and “Armor All” Marks, including all rights to receive royalties collected by BSP on Clorox Parent’s behalf for the use of the “STP” and “Armor All” Marks in accordance with the terms of the BSP Agreement.

(c)Retained Assets. Clorox Parent and its Subsidiaries will retain, and Purchaser shall not acquire by virtue of this Agreement or the Contemplated Transactions, the following assets to the extent existing on the Closing Date (collectively, the “Retained Assets”):

(i)any equity interest in First Brands (Bermuda) Ltd. and its Subsidiaries;

(ii)any cash or cash equivalents, accounts receivable, or other working capital or inventory of Clorox Parent or any of its Subsidiaries, except to the extent included in the Final Inventory or the U.K. Net Working Capital;

(iii)all other assets held by or on behalf of Clorox Parent and its Subsidiaries, except the Transferred Assets and assets held by or on behalf of the Transferred Companies, which are being transferred by operation of Law pursuant to the Equity Transfer Agreements; and

(iv)the model Business products set forth on Schedule 2.2(c)(iv).

(d)Transferred Liabilities.  Subject to the terms and conditions of this Agreement, at the Closing, Purchaser or one of its Subsidiaries shall assume and thereafter pay, perform and discharge all Liabilities, whether arising out of or relating to any circumstance, condition, occurrence or event happening before, on or after the Closing, whether due or to become due, arising out of, relating to or otherwise in respect of the Business or the operation or conduct of the Business including the following Liabilities; provided, that the Transferred Liabilities shall not include the Retained Liabilities (collectively, the “Transferred Liabilities”);

(i)Liabilities arising out of, relating to or otherwise in respect of the Transferred Companies, Transferred Assets and Transferred Intellectual Property;

(ii)Liabilities of the Asset Transferring Companies and Transferred Companies to Transferring Employees specifically assumed by Purchaser pursuant to Section 5.10, including retention payments to the Transferring Employees in accordance with Section 5.10(i);

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(iii)Liabilities of the Asset Transferring Companies under Transferred Contracts;

(iv)Liabilities to the extent reflected in the U.K. Net Working Capital, including reserves set forth therein;

(v)Liabilities in connection with the Proceedings set forth on Schedule 2.2(d)(v) up to an amount as set forth on such Schedule; and

(vi)Liabilities in connection with obligations under the BSP Agreement, including any obligations that survive expiration of the BSP Agreement, solely to the extent those obligations relate exclusively to the “STP” and “Armor All” Marks, provided that Clorox Parent shall not (i) enter into any extension of such agreement or (ii) request that BSP provide any services under the BSP Agreement with respect to the “STP” and “Armor All” Marks other than those provided by BSP as of the Closing Date.

(e)Transferred Intellectual Property.  For the avoidance of doubt, the Transferred Intellectual Property shall be assigned to Clorox U.S. or such other entity as Purchaser and Clorox Parent may agree prior to the Closing pursuant to Section 5.6(c) (the “Purchaser Transferee”).

(f)Retained Liabilities.  Clorox Parent and its Subsidiaries will retain, and Purchaser will not assume, by virtue of this Agreement or the Contemplated Transactions, and will have no liability for, any Liabilities arising out of, relating to or otherwise in respect the following (collectively, the “Retained Liabilities”):

(i)claims of a default, breach, tort or non-compliance under any Transferred Contract based on acts or omissions occurring prior to Closing;

(ii)any Pre-Closing Taxes for which Clorox Parent is responsible pursuant to Section 5.7(e) or Section 8.3(a);

(iii)unless specifically assumed by Purchaser pursuant to Section 5.10, all Liabilities relating to or at any time arising in connection with (A) the employment or service with or termination of employment or service from any Business Operating Entity or Clorox Parent or any of its Affiliates of any Person for any period ending on or prior to the Closing and (B) any Business Benefit Plan or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored or contributed to by Clorox Parent or any of its Affiliates or with respect to which Clorox Parent or any of its Affiliates has any Liability;

(iv)all Liabilities relating to (i) the employment of any UK Transferred Out Employees (or the termination of employment of such employees by Clorox Parent or Clorox U.K), and any breach of regulations 11, 13 and 14 of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006 relating to the transfer of the U.K. Transferred Out Employees or (ii) any line of business conducted by Clorox U.K. other than

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the Business, including any Liabilities relating to costs of separating or removing any such line of business from Clorox U.K.;

(v)accounts payable, accrued expenses and other current Liabilities of Clorox Parent or any of its Subsidiaries, except to the extent included in the U.K. Net Working Capital;

(vi)Liabilities arising out of, relating to or otherwise in respect of the Retained Assets;

(vii)any Intercompany Liabilities, other than any Liabilities incurred by Purchaser and its Subsidiaries (including the Transferred Companies after the Closing) under this Agreement or the Ancillary Agreements from and after the Closing Date;

(viii)except as otherwise expressly contemplated herein or in an Ancillary Agreement, all out-of-pocket costs and expenses incurred by Clorox Parent or any of its Subsidiaries in connection with the Contemplated Transactions, including any fees and expenses payable to legal, accounting and financial advisors;

(ix)Liabilities for Indebtedness to the extent not included in the Final Purchase Price;

(x)Liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local Law based on employees who are terminated by Clorox Parent or any of its Subsidiaries prior to the Closing Date.

(xi)First Brands (Bermuda) Ltd. and its Subsidiaries, including without limitation, Liabilities arising out of, relating to or otherwise in respect of the Proceedings set forth on Schedule 2.2(f)(vi);

(xii)Liabilities arising under Environmental Laws in respect of the Business or the operation or conduct of the Business prior to the Closing Date at any location other than the Real Property;

(xiii)Liabilities arising under Environmental Laws resulting or arising from the operation or conduct of the Business prior to the Closing Date at any location formerly owned or leased other than the Real Property;

(xiv)Liabilities of Clorox Parent and its Subsidiaries under this Agreement and the Ancillary Agreements.

Section 2.3Closing.  The purchase and sale of the Equity Interests and the Transferred Assets and the assumption of the Transferred Liabilities shall take place no later than the date that is three Business Days following the satisfaction or waiver in writing of each of the conditions set forth in Article VI, unless Clorox Parent and Purchaser mutually agree otherwise (which time and place are designated as the “Closing”); provided that, if the Marketing Period has not ended at the time of the satisfaction or waiver of all of the conditions set forth in Article

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VI (excluding the conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall not occur until the earlier to occur of (a) a date during the Marketing Period specified by Purchaser on three (3) Business Days written notice to the Company and (b) the first Business Day following the final day of the Marketing Period (subject in each case to the satisfaction or waiver of all of the conditions set forth in Article VI for the Closing as of the date determined pursuant to this proviso).  The Closing will take place pursuant to an agreed upon procedure to exchange signature pages electronically and wire transfer funds.

Section 2.4Closing Deliveries by Clorox Parent.  At the Closing, Clorox Parent shall deliver, or cause to be delivered, to Purchaser (on its own behalf or, as applicable, on behalf of Subsidiaries of Purchaser):

(a)the Clorox U.S. Equity Transfer Agreement, duly executed by Clorox Parent, and the Clorox U.K. Equity Transfer Agreement, duly executed by Clorox Luxembourg;

(b)each Asset and Liability Transfer Agreement, duly executed by the applicable Asset Transferring Company;

(c)certificates representing the Equity Interests, duly endorsed for transfer to Purchaser or accompanied by stock powers or other applicable transfer instruments duly executed;

(d)each other Ancillary Agreement, duly executed by Clorox Parent or its applicable Subsidiary;

(e)such resignations of the members of the Boards of Directors of the Transferred Companies as may be reasonably requested by Purchaser;

(f)documentation reflecting the assignment of ownership of the Transferred Intellectual Property to Clorox U.S. or such other entity as Clorox Parent and Purchaser may agree pursuant to Section 5.6(b);

(g)an affidavit from each Transferred Company, stating that such Transferred Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation Section 1.897-2(h);

(h)a certificate of an authorized officer of Clorox Parent, dated as of the Closing Date, to the effect that the conditions specified in Section 6.2(a), Section 6.2(b) and Section 6.2(c) are satisfied; and

(i)such other certificates, documents and instruments as Purchaser may reasonably request in order to effect the transactions contemplated hereby.

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Section 2.5Closing Deliveries by Purchaser.  At the Closing, Purchaser shall deliver or cause to be delivered to Clorox Parent (on its own behalf or, as applicable, on behalf of Subsidiaries of Clorox Parent):

(a)The Estimated Purchase Price as provided in Section 2.1;

(b)each Equity Transfer Agreement, duly executed by Purchaser (or one of its Subsidiaries designated at least ten Business Days prior to the Closing);

(c)each Asset and Liability Transfer Agreement, duly executed by Purchaser (or one of its Subsidiaries designated at least ten Business Days prior to the Closing);

(d)each other Ancillary Agreement, duly executed by Purchaser or one of its Subsidiaries;

(e)a certificate of an authorized officer of Purchaser, dated as of the Closing Date, to the effect that the conditions specified in Section 6.3(a) and Section 6.3(b) are satisfied; and

(f)such other certificates, documents and instruments as Clorox Parent may reasonably request in order to effect the transactions contemplated hereby.

Section 2.6Purchase Price Allocation.  The Purchase Price and the Transferred Liabilities shall be allocated among the Transferred Assets, the Equity Interests, and the non-competition agreement contemplated by Section 5.14 in accordance with Schedule B.  The Parties shall timely file, or cause to be filed, all Tax Returns and attachments thereto (including Internal Revenue Service Form 8594) in a manner consistent with such allocation and shall use their reasonable best efforts to sustain such allocation in any Tax audit or Tax dispute, unless specifically required to do otherwise pursuant to a “determination” within the meaning of Section 1313(a) of the Code or an analogous provision of state, local or foreign law. To the extent that payment is made to Clorox Parent under Section 2.1 with respect to Equity Interests or assets of the Transferred Companies or Asset Transferring Companies, respectively, then such payment (in the amount allocated in Schedule B and subject to adjustment in accordance with the further provisions of this Agreement) shall be deemed to have been received by Clorox Parent on behalf of, and for the benefit of, the entities selling the Transferred Companies and Asset Transferring Companies.

Section 2.7Purchase Price.

(a)Estimated Purchase Price.  No later than three (3) Business Days prior to the Closing, Clorox Parent shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth its good faith estimates of Closing Indebtedness, U.K. Net Working Capital and the Value of the Final Inventory, together with a calculation of the Purchase Price (the “Estimated Purchase Price”) based on such estimates (exclusive of VAT).  The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Section 2.7(e).

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(b)Determination of Final Purchase Price.  As soon as reasonably practicable, but no later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Clorox Parent a statement (the “Closing Statement”) setting forth Purchaser’s good faith determination of the actual amounts of Closing Indebtedness, U.K. Net Working Capital and the Value of the Final Inventory, together with a calculation of the Purchase Price based thereon.  The Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Section 2.7(e).

(c)Within thirty (30) days following receipt by Clorox Parent of the Closing Statement, Clorox Parent shall deliver written notice (an “Objection Notice”) to Purchaser of any dispute it has with respect to the preparation or content of the Closing Statement.  Any amount, determination or calculation contained in the Closing Statement and not specifically disputed in a timely delivered Objection Notice shall be final, conclusive and binding on the parties.  If Clorox Parent does not timely deliver an Objection Notice with respect to the Closing Statement within such thirty (30) day period, the Closing Statement will be final, conclusive and binding on the parties.  If an Objection Notice is timely delivered within such thirty (30) day period, Purchaser and Clorox Parent shall negotiate in good faith to resolve each dispute raised therein (each, an “Objection”).  If Purchaser and Clorox Parent, notwithstanding such good faith efforts, fail to resolve any Objections within fifteen (15) days after Clorox Parent delivers an Objection Notice, then Purchaser and Clorox Parent shall jointly engage PricewaterhouseCoopers (the “Accounting Firm”) to resolve such disputes (acting as an expert and not an arbitrator) in accordance with this Agreement as soon as practicable thereafter (but in any event within thirty (30) days after engagement of the Accounting Firm).  Purchaser and Clorox Parent shall cause the Accounting Firm to deliver a written report containing its calculation of the disputed Objections (which calculation shall be within the range of dispute between the Closing Statement and the Objection Notice) within such thirty (30) day period.  All Objections that are resolved between the parties or are determined by the Accounting Firm will be final, conclusive and binding on the parties absent manifest error.  The costs and expenses of the Accounting Firm shall be borne equally by Purchaser, on the one hand, and Clorox Parent, on the other hand.

(d)Access.  Each of Purchaser and Clorox Parent shall, and shall cause each of its Subsidiaries to, make its financial records, accounting personnel and advisors available to the other Party, its accountants and other representatives and the Accounting Firm at reasonable times during preparation of the Closing Statement by Purchaser and the review by each Party of and the Accounting Firm of, and the resolution of any Objections with respect to, the Closing Statement.

(e)Adjustments.

(i)If the Purchase Price as finally determined pursuant to Section 2.7(c) (the “Final Purchase Price”) exceeds the Estimated Purchase Price, Purchaser shall, or shall cause one of its Subsidiaries to, pay to Clorox Parent an amount equal to such excess by wire transfer of immediately available funds within three (3) Business Days after the date on which the Final Purchase Price is finally determined (exclusive of VAT).

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(ii)If the Final Purchase Price is less than the Estimated Purchase Price, then within three (3) Business Days after the date on which the Final Purchase Price is finally determined, Clorox Parent shall, or shall cause one of its Subsidiaries to, pay to Purchaser an amount equal to such shortfall by wire transfer of immediately available funds within three (3) Business Days after the date on which the Final Purchase Price is finally determined (exclusive of VAT).

(f)Accounting Procedures.  The Estimated Closing Statement, the Closing Statement and the determinations and calculations contained therein shall be prepared and calculated on a consolidated basis for the Business in accordance with GAAP and using the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the June 30, 2010 Balance Sheet, except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement, (ii) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP and (iii) shall calculate any reserves, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month.

Section 2.8Withholding.  The Purchaser shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under any provision of federal, state, local or non-United States Tax law or under any applicable legal requirement.  To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.  Purchaser acknowledges and agrees that as of the Effective Date, to the Knowledge of Purchaser, Purchaser is not required to deduct or withhold from any consideration payable or otherwise deliverable pursuant to this Agreement any amounts under any provision of federal, state, local or non-United States Tax law or under any applicable legal requirement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF CLOROX PARENT

Except as set forth in the disclosure schedule delivered by Clorox Parent to Purchaser concurrently herewith (the “Business Disclosure Schedule”) and attached hereto as Schedule C, Clorox Parent hereby represents and warrants to Purchaser that each of the following representations and warranties contained in this Article III are true and correct.  All exceptions noted in the Business Disclosure Schedule shall be numbered to correspond to the applicable sections to which such exception refers (regardless of the presence or absence of any specific reference to the Business Disclosure Schedule in this Agreement); provided, however, that the disclosures set forth in any section of the Business Disclosure Schedule shall be deemed to be an exception to any other representation or warranty of Clorox Parent contained in this Agreement to the extent that (i) the relevance of such disclosure to such other representation or warranty is

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reasonably apparent on the face of such disclosure or (ii) the disclosure provides a section reference to such other representation or warranty.

Section 3.1Organization, Good Standing and Qualification.  Each Business Operating Entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its state or territory of incorporation or organization and has all requisite power and authority to carry on its business as now conducted.  Each Transferred Company is duly qualified to transact business and is in good standing in each jurisdiction in which the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to so qualify would not reasonably be expected to have a Business Material Adverse Effect.

Section 3.2Authorization; Enforceability.

(a)The execution and delivery by Clorox Parent of this Agreement and the performance by Clorox Parent of its obligations hereunder have been duly authorized by all necessary corporate action on the part of Clorox Parent.  This Agreement has been duly executed and delivered by Clorox Parent and constitutes a legal, valid and binding agreement of Clorox Parent, enforceable against Clorox Parent in accordance with its terms except as may be limited by the Bankruptcy Exception.

(b)The execution and delivery by the Transferring Companies which are parties to any of the other Transaction Agreements and the performance by such Transferring Companies of their obligations thereunder will be, at or prior to Closing, duly authorized by all necessary corporate or other action on the part of each such Transferring Company, as applicable.  At or prior to the Closing, each Transferring Company shall have duly executed and delivered each Transaction Agreement to which such Transferring Company is, or at the Closing will be, a party, and each such Transaction Agreement shall constitute a legal, valid and binding obligation of such Transferring Company, as applicable, enforceable against such Transferring Company in accordance with its terms, except as may be limited by the Bankruptcy Exception.

Section 3.3Non-Contravention.  The execution, delivery and performance by Clorox Parent of this Agreement and by each Transferring Company of each Transaction Agreement, as applicable, to which such Transferring Company is a party and the consummation of the Contemplated Transactions do not and will not:  (a) violate, conflict with or result in the breach of any provision of the Governing Documents of any such Person; (b) assuming all Governmental Authorizations required under the HSR Act and any other mandatory antitrust notification requirements or under any applicable foreign investment review legislation have been obtained or made, conflict with or violate any Law, Governmental Order or Governmental Authorization applicable to the Business or any of the Transferred Assets; (c) violate, conflict with, result in a breach of any provision of, constitute a default under, result in the termination of, or in a right of termination or cancellation of, accelerate the performance required by, result in the triggering of any payment or other material obligations pursuant to, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any Contract to which any such Person is a party, or which will be transferred to Purchaser in connection with the Asset Transfers; or (d) result in the creation of any Lien on any of the

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properties that are used in the Business and that will be transferred to Purchaser (including the Transferred Companies), except, with respect to clause (d), for such conflicts, violations, invalidations, breaches, defaults, terminations, cancellations, accelerations, rights, Liens or results as would not reasonably be expected to have a Business Material Adverse Effect.

Section 3.4Governmental Authorizations.  No Governmental Order or filing with any Governmental Authority on the part of any Transferring Company is required to be made in connection with the consummation of the Contemplated Transactions, except (a) those required under the HSR Act and any other required approvals from a Governmental Antitrust Authority, (b) those that may be required as a result of the nature of the business or ownership of Purchaser, (c) those the failure of which to obtain or make would not reasonably be expected to have a Business Material Adverse Effect, (d) as may be required in connection with any action by Purchaser following the Closing and (e) the payment of stamp duty in respect of the transfer of the shares in Clorox U.K.

Section 3.5Capitalization and Voting Rights.

(a)All of the outstanding equity interests of the Transferred Companies are owned, directly or indirectly, by Clorox Parent and, more specifically, Clorox Luxembourg owns all of the outstanding equity interests of Clorox UK, Clorox Parent owns all of the outstanding equity interests of Clorox US, and Clorox US owns all of the outstanding equity interests of Clorox US Sub.  All of the authorized and outstanding equity interests of each Transferred Company are set forth on Section 3.5(a) of the Business Disclosure Schedule.

(b)The outstanding shares of capital stock of the Transferred Companies have been duly authorized and validly issued, are fully paid and nonassessable, were issued in accordance with all applicable Laws, and are free and clear of all Liens.

(c)In respect of each Transferred Company, there are no (i) outstanding subscriptions, options, calls, warrants or other rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from such Transferred Company of any shares of its capital stock or other equity interests; (ii) outstanding securities, instruments or obligations issued or granted by such Transferred Company that are or may become convertible into or exchangeable for any of such Transferred Company’s securities; (iii) Contracts under which such Transferred Company is or may become obligated to sell, issue or otherwise dispose of or redeem, purchase or otherwise acquire any of its securities; (iv) stockholder agreements, voting trusts or other Contracts that may affect the exercise of voting or any other rights with respect to such Transferred Company’s capital stock or other equity interests; or (v) contractual or other obligations to register any of such Transferred Company’s presently outstanding securities.

Section 3.6Subsidiaries.  None of the Transferred Companies owns or controls, directly or indirectly, any interest in any other corporation, joint venture, limited liability company, partnership, association or other business entity, except Clorox U.S. Sub, which is a wholly-owned subsidiary of Clorox U.S.

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Section 3.7Litigation.  There is no Proceeding relating to the Business pending or, to the Knowledge of Clorox Parent, threatened in writing, against Clorox Parent or any of its Subsidiaries that, if determined or resolved adversely, individually or in the aggregate, would reasonably be expected to have a Business Material Adverse Effect.  There is no injunction, order, judgment or decree imposed upon Clorox Parent or any of its Subsidiaries which would reasonably be expected to have a Business Material Adverse Effect.

Section 3.8Compliance with Laws.  Except as would not reasonably be expected to have a Business Material Adverse Effect: (a) the Business is being conducted, and has for the past two years been conducted, in compliance with all applicable Laws, and no event or events have occurred, and no conditions or circumstances exist, that individually or in the aggregate would reasonably be expected to, with or without notice or lapse of time, constitute, or result directly or indirectly in, a default under, a breach or violation of, or a failure to comply with, any such applicable Laws; (b) all Governmental Authorizations necessary for the operation of the Business have been received; (c) all such Governmental Authorizations are in full force and effect; and (d) no Business Operating Entity is in breach of such Governmental Authorization relating to the Business, and no Proceeding is pending or, to Clorox Parent’s Knowledge, threatened in writing to suspend, revoke or terminate any such Governmental Authorization.

Section 3.9Financial Statements.

(a)Clorox Parent has made available to Purchaser the audited consolidated statements of income, equity and cash flows related to the Business at and for the years ended June 30, 2008, 2009 and 2010 and audited consolidated balance sheets related to the Business as of June 30, 2008, 2009 and 2010 (collectively, the “Financial Statements” and the audited consolidated balance sheet as of June 30, 2010, the “June 30, 2010 Balance Sheet”).

(b)The Financial Statements present fairly in all material respects the financial condition of the Business as of the respective dates thereof and the results of operation of the Business for the periods covered thereby, were prepared in accordance with GAAP, including the use of management estimates for some allocations to business units, and are derived from Clorox Parent’s consolidated financial statements.  No reserve or accrual (other than any that is being retained by Clorox Parent) or other accounting entry relating to the Business is recorded in any financial statement of Clorox Parent or any of its Subsidiaries, other than the Financial Statements.

Section 3.10No Undisclosed Liabilities.  There are no (x) material Liabilities of any Transferred Companies or (y) material Liabilities of the Asset Transferring Companies related to the Business, other than (a) as disclosed, reflected or reserved against in the June 30, 2010 Balance Sheet; (b) liabilities incurred in the ordinary course of business subsequent to June 30, 2010; (c) as disclosed in the Business Disclosure Schedule; (d) for Pre-Closing Taxes; or (e) those incurred in connection with the execution of any of the Transaction Agreements.  As of the Effective Date, there are no Intercompany Liabilities.

Section 3.11Absence of Changes.  Except as contemplated by this Agreement (including the Business Disclosure Schedule), since June 30, 2010, (a) the Business has been

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conducted in the ordinary course consistent with past practice in all material respects, (b) no event has occurred and no action has been taken or failed to be taken which would be reasonably likely to have a Business Material Adverse Effect and (c) Clorox Parent and its Subsidiaries have not taken any action that, if taken after the date of this Agreement without Purchaser’s consent, would constitute a breach of any of the covenants set forth in Section 5.2(b) hereof.

Section 3.12Listed Agreements.

(a)Except for (y) Intellectual Property Agreements, and (z) Employment Agreements, which are addressed elsewhere in this Article III,  Section 3.12 of the Business Disclosure Schedule sets forth a list of all Contracts (y) to which each Transferred Company is a party or (z) to which an Asset Transferring Company is a party that relate primarily or exclusively to the Business in effect as of the Effective Date, in each case that falls within one of the following categories (collectively, the “Listed Agreements”):

(i)the Transferred Contracts and the Real Property Leases;

(ii)agreements for the purchase, sale, lease or other disposition of equipment, goods, materials, supplies or capital assets, or for the performance of services which are not terminable by the applicable Business Operating Entity without penalty on thirty days’ notice, in any case involving more than $2,500,000 in expenditures related to the Business during Fiscal Year 2010;

(iii)Contracts for the joint performance of work or services, and all other joint venture, collaboration, research or other agreements in excess of $2,500,000 in expenditures related to the Business during Fiscal Year 2010, or any partnership agreements;

(iv)notes, mortgages, deeds of trust, loan agreements, security agreements, guarantees, debentures, indentures, credit agreements and other evidences of Indebtedness;

(v)Contracts in excess of $2,500,000 in expenditures related to the Business during Fiscal Year 2010 with third parties who act as agents, brokers, consignees, sales representatives or distributors;

(vi)powers of attorney or similar authorizations granted to third parties;

(vii)each Contract that provides for a minimum payment guarantee with a term or any payment obligations that extend beyond one year;

(viii)lease or agreement under which any tangible property (other than Fee Property), is owned or operated, except for any lease or agreement under which the aggregate annual rental payments do not exceed $2,500,000;

(ix)agreement, contract or commitment prohibiting any Person from freely engaging in any line of business with any Person or in any location;

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(x)settlement, conciliation or similar agreements with any Governmental Authority, or such agreements pursuant to which outstanding obligations or Liabilities will exist as of or after the Closing;

(xi)Contract that relates to the disposition or acquisition of any business, capital stock or material assets or properties, or any merger or business combination;

(xii)other Contract that (A) is not made in the ordinary course of business and (B) involves in excess of $2,500,000 in payments related to the Business during Fiscal Year 2010; and

(xiii)any material amendment, supplement, restatement or other modification relating to any of the foregoing.

(b)As of the date of this Agreement, complete copies of each Listed Agreement, Intellectual Property Agreement and Employment Agreements have been made available to Purchaser. Each Listed Agreement is legal, valid and binding on the applicable Business Operating Entity and enforceable in accordance with its terms against such Person and, to the Knowledge of Clorox Parent, each other party thereto (subject to the Bankruptcy Exception).  No Business Operating Entity is (and, to Clorox Parent’s Knowledge, no other party is) in breach of or default under any Listed Agreement, and, to Clorox Parent’s Knowledge, no event has occurred or condition exists that, with or without notice or lapse of time or both, would result in a material breach or default under any Listed Agreements, in each case except for such breaches, defaults, events or conditions which, individually or in the aggregate, have not or would not reasonably be expected to have a Business Material Adverse Effect.

Section 3.13Real Property.

(a)Section 3.13(a) to the Business Disclosure Schedule contains a list of all real property owned, leased or subleased by any Business Operating Entity and used primarily for the operating of the Business (the “Real Property”).  With respect to each of the Fee Properties, (i) Clorox Parent or a Business Operating Entity owns fee title to such Fee Properties, free and clear of all Liens, except Permitted Liens, and (ii) Clorox Parent or a Business Operating Entity has not leased or otherwise granted to any Person the right to use or occupy such Fee Properties or any portion thereof.  Clorox Parent or a Business Operating Entity owns the entire interest of the lessee or sublessee with respect to each of the Leased Properties. With respect to any Leased Property held by Clorox Parent or any Business Operating Entity, Clorox Parent or a Business Operating Entity has made available to Purchaser a copy of each lease, sublease, license, concession and other agreement that affects such Leased Property.

(b)To the Knowledge of Clorox Parent, the interest of Clorox Parent and the Business Operating Entities in each of the Leased Properties is not subject to any Lien other than Permitted Liens.  Neither Clorox Parent nor any Business Operating Entity has conveyed or granted to any Person any interest, option, right of first offer or right of first refusal to acquire any portion of or interest in the Fee Properties.  Neither Clorox Parent nor any Business Operating Entity has assigned or transferred to any Person any interest in or option to acquire any

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interest in the Real Property Leases and have not sublet any portion of the Leased Properties or granted any possessory rights (or option to acquire any possessory rights) to the Leased Properties to any Person.  To the Knowledge of Clorox Parent, Clorox Parent’s or any Business Operating Entity’s possession of the Leased Properties under the Real Property Leases have not been disturbed.

Section 3.14Environmental Law.  Except as have not or would not reasonably be expected to have a Business Material Adverse Effect, either individually or in the aggregate, (a) the Business (i) is being conducted, and has been conducted, within all applicable statute of limitations periods, in compliance with, and as would not result in Liability under, all applicable Environmental Laws and (ii) possesses all Environmental Approvals required under applicable Environmental Laws to operate the Business as currently operated; (b) no Business Operating Entity has received written notice of any Proceeding before any Governmental Authority or any judgment, decree or Governmental Order relating to the Business or the Real Property, or any other notice which relates to compliance with or Liability under any Environmental Law, including with respect to the investigation or cleanup of any Hazardous Materials at any location; (c) the Business has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to any Hazardous Material, and none of the Real Property is contaminated by any Hazardous Material, in a manner that would reasonably likely give rise to material Liabilities under Environmental Laws; and (d) Clorox Parent furnished to Purchaser all environmental audits, environmental assessments and environmental investigation reports materially bearing on environmental, health or safety liabilities relating to the Business or the Real Property, to the extent such documents are in the possession of, or under the reasonable control of Clorox Parent or any Business Operating Entity.

Section 3.15Assets.

(a)Personal Property.  The Business Operating Entities have, and as of the Closing Date, will have in all material respects, good and marketable title to the material tangible personal property included in the Transferred Assets and, with respect to the Transferred Companies, reflected on the June 30, 2010 Balance Sheet or thereafter acquired by such Transferred Companies, other than tangible personal property disposed of in the ordinary course of business since the June 30, 2010 Balance Sheet, in each case free and clear of all Liens (other than Permitted Liens).  The material tangible personal property referred to above is in good working order (ordinary wear and tear excepted) and has been maintained in all material respects in the ordinary course of business.

(b)Sufficiency of Assets.  The Transferred Companies and the Transferred Assets, together with the services provided by Clorox Parent and its Subsidiaries pursuant to the Transition Services Agreement, the Formula License Agreements and the Manufacturing Agreement will (i) be sufficient to enable the Purchaser and its Subsidiaries to conduct the Business after Closing in substantially the same manner as the Business was conducted by the Business Operating Entities on the Closing Date and (ii) constitute substantially all of the assets, rights and properties reflected in, and used to generate the results of operations contained in, the Financial Statements, except for any such assets, rights or properties transferred or disposed of in the ordinary course of business during or since such periods.  Notwithstanding the foregoing,

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Purchaser understands and agrees that (w) Clorox Parent is not delivering adequate working capital for the operation of the Business, (x) Clorox Parent has entered into various contracts that relate to the Business and to other Clorox Parent businesses that are not being transferred to Purchaser and are not covered by the Ancillary Agreements and that Purchaser may have to replace such contracts in whole or in part at no cost to Clorox Parent, (y) payroll, employee benefit, treasury and cash management services, human resources support, legal and compliance functions including risk management, insurance services, litigation management and internal controls, are provided by Clorox Parent to the Business, which are not being transferred to Purchaser and are not covered by the Ancillary Agreements, and that Purchaser may have to replace such services in whole or in part at no cost to Clorox Parent, and (z) the services being provided under the Ancillary Agreements will expire in accordance with their terms, and Clorox Parent is making no representation with regard to the items covered in (i) or (ii) above to the extent that services formerly provided under the Ancillary Agreements are no longer available.  Except for the Business Operating Entities and Clorox Parent and any other Subsidiary of Clorox Parent that will provide services pursuant to the Transition Services Agreement (only with respect to such services), as of the date hereof and the Closing Date, no other Clorox Parent Affiliate is engaged in the conduct of the Business or owns or has the right to use any assets used exclusively in the Business.  Since July 1, 2007, none of the Transferred Companies have engaged in any line of business other than the Business.

Section 3.16Intellectual Property.

(a)Section 3.16(a) of the Business Disclosure Schedule contains a complete list of Business Intellectual Property owned by Clorox Parent or one of its Subsidiaries that is registered or issued to or applied for by one of Clorox Parent or one of its Subsidiaries (or a predecessor in interest) specifying any applicable registration or issuance or application numbers therefor (the “Business Registered Intellectual Property”).  To Clorox Parent’s Knowledge, the material Business Registered Intellectual Property is valid and enforceable.  Except as set forth in Section 3.16(a)(i) of the Business Disclosure Schedules, Clorox Parent or its Subsidiaries exclusively own, free and clear of all Liens (other than Permitted Liens), or, to Clorox Parent’s Knowledge, have the right to use, and on the Closing Date the Transferred Companies or the Purchaser Transferee will own, free and clear of all Liens (other than Permitted Liens), or, to Clorox Parent’s Knowledge, have the right to use, all the Intellectual Property necessary for, and used or held for use in the Business as currently conducted provided, however, that this sentence shall not be deemed a representation or warranty that conduct of Business does not infringe or misappropriate the Intellectual Property of any third party.  The Business Intellectual Property shall be available for use by the Transferred Companies or the Purchaser Transferee on the Closing Date on terms and conditions substantially similar to those under which the Business Operating Entities owned or used the Business Intellectual Property prior to the Closing Date or pursuant to the terms of the Transition Services Agreement and the Formula License Agreement.  Clorox Parent and its Subsidiaries own all right, title and interest in and to the Business Intellectual Property created by past or present employees or independent contractors.

(b)Section 3.16(b) of the Business Disclosure Schedule contains a list of each material Contract (the “Software Licenses”) pursuant to which a third party has licensed software used primarily or exclusively in the Business other than (i) “shrink-wrap”, “click-wrap” and other

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standard end-user license agreements for commercially available or non-customized software; (ii) agreements with individual employees, subcontractors and consultants relating to software; and (iii) agreements and terms of use posted on websites operated by the Business (“Excluded Software Agreements”).

(c)Section 3.16(c) of the Business Disclosure Schedule contains a list of each Contract pursuant to which:

(i)a third party has licensed or otherwise granted any rights to a Business Operating Entity with respect to any Intellectual Property that is used primarily or exclusively in the Business other than Excluded Software Agreements (and also excluding Contracts required to be listed in Section 3.16(b) of the Business Disclosure Schedule) (the “In-bound Licenses”); or

(ii)except as set forth in Section 3.16(a)(i) of the Business Disclosure Schedules, any third party is licensed or otherwise granted any rights by Clorox Parent or one of its Subsidiaries to use any material Business Intellectual Property other than Excluded Software Agreements (and also excluding Contracts required to be listed in Section 3.16(b) of the Business Disclosure Schedule) (the “Out-bound Licenses” and, together with the Software Licenses and In-bound Licenses, the “Intellectual Property Agreements”).

(d)Except as set forth in Section 3.16(a)(i) of the Business Disclosure Schedules, no Business Operating Entity is (and, to Clorox Parent’s Knowledge, no other party is) in breach of or default under any Intellectual Property Agreement, each such Intellectual Property Agreement is legal, valid and binding on the applicable Business Operating Entity and enforceable in accordance with its terms against such Person and, to the Knowledge of Clorox Parent, each other party thereto (subject to the Bankruptcy Exception), and, to Clorox Parent’s Knowledge, no event has occurred or condition exists that, with or without notice or lapse of time or both, would result in a breach or a default under the Intellectual Property Agreements, in each case except for such breaches, defaults, events, or conditions, which, individually or in the aggregate, have not or would not reasonably be expected to have a Business Material Adverse Effect.

(e)(i) To Clorox Parent’s Knowledge, the conduct of the Business as presently conducted does not infringe or misappropriate the Intellectual Property of any third party; and (ii) except as set forth in Section 3.16(a)(i) of the Business Disclosure Schedules, no Proceeding is pending, or, to Clorox Parent’s Knowledge, threatened in writing against any Clorox Parent or any of its Subsidiaries with respect to the infringement or misappropriation of, or challenging the validity, enforceability, use, ownership, or registrability of, any Business Intellectual Property used in the conduct of the Business as presently conducted or contemplated to be conducted (as of the Effective Date); and (iii) except as set forth on Section 3.16(a)(i) of the Business Disclosure Schedules, to Clorox Parent’s Knowledge, no third party has infringed or misappropriated any Business Intellectual Property.

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(f)Except as set forth on Schedule 2.2(f)(vi) of the Business Disclosure Schedules, no Business Intellectual Property is subject to any outstanding decree, order or judgment that materially restricts the use thereof by Clorox Parent or any of its Subsidiaries.

(g)All necessary registration, maintenance and renewal fees in connection with the Business Registered Intellectual Property have been paid to the relevant authorities and registrars for the purposes of maintaining such Business Registered Intellectual Property.  Clorox Parent or one of its Subsidiaries is listed (and prior to the Closing, Clorox Parent or one of its Subsidiaries will have commenced steps pursuant to Section 5.6(b) so that one of the Transferred Companies or the Purchaser Transferee will be listed (whether or not before the Closing Date)) in the records of the United States Patent and Trademark Office and other applicable state, local or other U.S. or foreign Governmental Authorities as the sole current owner of record for each item of Business Registered Intellectual Property, and such records are current and contain no gaps or other problems in the chain of title except for such gaps or other problems which, individually or in the aggregate, have not or would not reasonably be expected to have a Business Material Adverse Effect.

(h)The Marks set forth in Section 3.16(a)(i) of the Business Disclosure Schedule include all of the Marks registered or subject of a pending application currently used or held for use in the operation of the Business (“Business Names”), except for the Clorox Names.  Clorox Parent and its Subsidiaries exclusively own or will exclusively own (and after Closing, the Transferred Companies or the Purchaser Transferee will exclusively own) all right, title and interest in and to the Business Names. Except as set forth on Section 3.16(a)(i) and Schedule 3.16(h) of the Business Disclosure Schedule, to Clorox Parent’s Knowledge, there are no settlement agreements, covenants not-to-sue, co-existence agreements, or other similar arrangements to which Clorox Parent or one of is Subsidiaries is a party restricting or limiting the ability of Clorox Parent or any of its Subsidiaries to use the Business Names anywhere in the world.

(i)Clorox Parent and its Subsidiaries have taken all necessary or commercially reasonable actions to protect the secrecy and confidentiality of all trade secrets and other confidential information included in the Business Intellectual Property owned by Clorox Parent or one its Subsidiaries except for actions that, individually or in the aggregate, would not reasonably be expected to have a Business Material Adverse Effect.

(j)Clorox Parent or a Clorox Parent own, free and clear of all Liens (other than Permitted Liens), and will own, free and clear of all Liens (other than Permitted Liens) as of the Closing Date, all Intellectual Property licensed to the Purchaser and its Subsidiaries under the Formula License Agreement (the “Licensed Intellectual Property”).  To Clorox Parent’s Knowledge, (i) the Licensed Intellectual Property is valid and enforceable, and (ii) the Licensed Intellectual Property does not infringe or misappropriate the Intellectual Property of any third party.  No Proceeding is pending, or, to Clorox Parent’s Knowledge, threatened in writing against any Clorox Parent or any of its Subsidiaries with respect to the infringement or misappropriation of, or challenging the validity, enforceability, use, ownership, or registrability of, any Licensed Intellectual Property.

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Section 3.17Employee Benefit Plans.

(a)Section 3.17(a) of the Business Disclosure Schedule sets forth a complete and correct list as of the Effective Date, to the extent applicable to Transferred Employees, of, (i) each “employee benefit plan,” as defined in Section 3(3) of ERISA, including all plans of a similar nature in jurisdictions outside of the United States, (ii) each equity incentive, stock purchase, deferred compensation plan or arrangement, bonus or other incentive compensation, severance, change in control or retention agreements and each other similar plan, policy or arrangement and (iii) each other material employee fringe benefit or compensation plan, program, agreement or arrangement that is currently maintained, sponsored or otherwise contributed to by any of the Business Operating Entities or an ERISA Affiliate for the benefit of the Transferring Employee or with respect to which any of the Business Operating Entities has any material Liability; other than any superannuation plan to which Clorox Australia makes contributions on behalf of any Australia Transferring Employee (collectively, “Business Benefit Plans”)  Each Business Benefit Plan that is solely sponsored by and that solely covers employees of Clorox U.S. and/or Clorox U.S. Sub (each a “U.S. Transferred Company” and together, the “U.S. Transferred Companies”) shall be separately designated on Section 3.17(a) of the Business Disclosure Schedule as a “U.S. Company Plan”.

(b)Except as set forth on Section 3.17(b)(i) of the Business Disclosure Schedule, neither any of the Business Operating Entities nor any ERISA Affiliate maintains, sponsors or contributes to or has any Liability under or with respect to any multiemployer plan as defined in Section 3(37) or Section 4001(a)(3) of ERISA or Section 414(f) of the Code, any multiple employer plan within the meaning of Section 4063 or Section 4064 of ERISA or Section 413(c) of the Code, an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), or a “funded welfare plan” within the meaning of Section 419 of the Code, with respect to which Purchaser or any U.S. Transferred Company or any of their Affiliates has or could have any Material Liability.  Each Business Benefit Plan that is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA is in compliance with the minimum funding standards of ERISA and the Code and does not have any “accumulated funding deficiency,” as defined in Section 302 of ERISA and Section 412 of the Code.

(c)Except as has not or would not individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, each Business Benefit Plan has been maintained, funded and administered in compliance with its terms, and with applicable Law, including ERISA and the Code.  Each Business Benefit Plan that is intended to qualify under Section 401(a) of the Code either (i) has been the subject of a determination, notification or opinion letter from the Internal Revenue Service to the effect that such plan is qualified and the related trust is exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, or (ii) still has a remaining period of time in which to apply for or receive such letter and to make any amendments necessary to obtain a favorable determination letter, and, to Clorox Parent’s Knowledge, no event has occurred  that would reasonably be expected to adversely affect the qualification of any such Business Benefit Plan.

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(d)Neither Clorox Europe Limited (the “Clorox U.K.”) nor any associated or connected person is or has been an employer (for purpose of sections 38 to 51 of the UK Pensions Act of 2004) of an occupational pension scheme registered in the UK that is not a money purchase pension scheme (both terms as defined in the UK Pension Schemes Act 1993).

Section 3.18Labor Agreements and Proceedings.

(a)(i) none of the Transferring Employees are represented as of the Effective Date by a works council or labor organization for the purposes of collective bargaining with Clorox Parent or its Subsidiaries, and to Clorox Parent’s Knowledge, as of the Effective Date there are no activities or proceedings of any labor union or labor organization to organize the Transferring Employees (and to Clorox Parent’s Knowledge no such organizing activities have occurred within the past one (1) year), and (ii) to Clorox Parent’s Knowledge, in the past three years, none of the Business Operating Entities has been a party to any collective bargaining agreement, contract or other agreement with a labor union or labor organization and no such agreements are presently in effect with respect to any of the Business Operating Entities.  There is no strike, walk-out, work stoppage, slow-down or lockout or other material labor dispute involving, pending or, to the Knowledge of Clorox Parent, threatened against the Business, in each case which, individually or in the aggregate, has had or would reasonably be expected to have a Business Material Adverse Effect.

(b)Section 3.18(b) of the Business Disclosure Schedule sets forth a list of all material written employment, retention, consulting and/or restrictive covenant agreements between Clorox Parent or any of the Business Operating Entities, on the one hand, and any Transferring Employee, on the other hand (the “Employment Agreements”).  None of the Business Operating Entities or, to Clorox Parent’s Knowledge, any Transferring Employee is in material breach of any Employment Agreement.

(c)To Clorox Parent’s Knowledge, there are no employment or labor-related Proceedings that have been served against any Transferred Company or, to Clorox Parent’s Knowledge, threatened that, if determined or resolved adversely, individually or in the aggregate, would reasonably be expected to have a Business Material Adverse Effect.  To Clorox Parent’s Knowledge, there are no charges, investigations, administrative proceedings or formal complaints of discrimination (including discrimination based upon sex, age, marital status, race, national origin, sexual preference, disability or veteran status) pending or threatened before the Equal Employment Opportunity Commission or any federal, state or local agency or court or Employment Tribunal against any Transferred Company pertaining to Transferring Employees.

(d)None of the UK Transferring Employees have transferred to Clorox UK pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006.  None of the UK Transferring Employees is entitled in the event of termination of his employment by reason of redundancy to any redundancy or other payment which exceeds the basic statutory redundancy payment as defined in the Employment Rights Act 1996 other than in respect of any contractual or statutory notice period.   Other than the UK Transferring Employees and the UK Transferred Out Employees, there are no workers as such term is defined in the Employment Rights Act 1996 assigned to work in Clorox UK.

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Section 3.19Tax Returns, Payments and Elections.  Except as would not reasonably be expected to have a Business Material Adverse Effect:

(a)Each Tax Return required to be filed by a Transferred Company or any of its Subsidiaries, to the extent required by Law to be filed before the Effective Date (taking into account any applicable extensions) has been filed, and each such Tax Return is true, accurate and complete in all material respects.  All material Taxes required to have been paid by a Transferred Company or any of its Subsidiaries or with respect to the Transferred Assets or the Business have been paid in full on a timely basis.  Except as indicated on Section 3.19(a) of the Business Disclosure Schedule, no Transferred Company or any of its Subsidiaries currently is the beneficiary of any extension of time within which to file any Tax Return.

(b)As of the Effective Date, there is no Tax audit, inquiry or other Tax administrative or judicial proceeding pending, or to Clorox Parent’s Knowledge, otherwise threatened in writing, with respect to any Transferred Company or any of its Subsidiaries or the Transferred Assets, and no agreement or waiver extending the period for assessment or collection of Taxes has been executed or filed with any Governmental Authority on behalf of any Transferred Company or any of its Subsidiaries or with respect to the Transferred Assets.

(c)No Transferred Company or any of its Subsidiaries (i) is a party to any Tax allocation, Tax sharing or similar agreement or arrangement, (ii) has been a member during the six (6) year period prior to the Closing Date of an affiliated group filing a consolidated federal income Tax Return (other than the U.S. consolidated group of which Clorox Parent is the common parent) or (iii) is liable for Taxes of another Person by contract, under Treasury Regulations Section 1.1502-6 (other than the members of the U.S. consolidated group of which Clorox Parent is the common parent) or any similar provision of state, local or foreign law, or by reason of being a transferee or successor of such Person, by contract, or otherwise.  Clorox U.K. is not party, and has not been a party during the six (6) year period prior to the Closing Date, to any arrangement (whether legally binding or not) whereby it is, or was, expected or required to surrender tax losses (or other amounts) to any other company or otherwise to join in any election or do any other thing which is primarily for the benefit of any other company.

(d)No Transferred Company nor any of its Subsidiaries is a party to, and no Transferred Asset is an interest in, any joint venture, partnership or other entity which is treated as a partnership for U.S. federal income tax purposes.

(e)There are no material Liens for Taxes on the Transferred Assets or any of the assets of a Transferred Company, other than Permitted Liens.

(f)No Transferred Company is the subject of any entity classification election under U.S. Treasury Regulations Section 301.7701-3, and each Transferred Company is, and has been at all times since formation, treated as a corporation for U.S. federal income tax purposes.

(g)Neither any Transferred Company nor any of its Subsidiaries has any obligation to make any payment of any amount to any Person which would not be deductible (either as a compensation deduction or, in the case of an entity not currently subject to United

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States federal income tax, in computing earnings and profits for United States federal income tax purposes) by reason of Section 280G, Section 162(m) or Section 404 of the Code (or any corresponding provision of state, local or non-U.S. Tax law).

(h)Neither any Transferred Company nor any of its Subsidiaries has, within the two years preceding the Effective Date, been either a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code or, within such two-year period, been included in a group of corporations filing a federal consolidated Tax Return with a corporation which was, during such period, a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code.

(i)No Transferred Company or any of its Subsidiaries has engaged in a “reportable transaction” within the meaning of U.S. Treasury Regulations Section 1.6011-4(b).

(j)Each Transferred Company and each of its Subsidiaries has timely and duly withheld and paid, or has caused to be timely and duly withheld and paid, to the appropriate Governmental Authorities all material Taxes required to be so withheld and paid.

(k)Section 3.19(k) of the Business Disclosure Schedule lists all federal and all other material state, local, and non-U.S. Tax Returns filed by any Transferred Company or any of its Subsidiaries or with respect to the Transferred Assets or the Business for taxable periods ended on or after December 31, 2006, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit.

(l)During the six (6) year period prior to the Closing Date, no Transferred Company has made or changed any Tax election, changed an annual accounting period, adopted or changed any accounting method or policy, filed any amended Tax Return, entered into any closing agreement, settled or compromised any Tax claim or assessment relating to such Transferred Company or any of its Subsidiaries, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to such Transferred Company or any of its Subsidiaries, or taken any other similar action, or omitted to take any action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, compromise, surrender, consent or other action or omission would reasonably be expected to adversely affect the Business.

(m)No Transferred Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax law) as indicated on Schedule 3.19(m), (B) installment sale or open transaction disposition made on or prior to the Closing Date, (C) prepaid amount received on or prior to the Closing Date or (D) election under Section 108(i) of the Code made on or prior to the Closing Date.

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(n)No Transferred Company nor any of its Subsidiaries has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and no Transferred Asset is a “United States real property interest” within the meaning of Section 897(c)(1) of the Code.

(o)No Transferring Company held or used any Marks that are part of Transferred Assets or that are assets of a Transferred Company at any time during the period beginning on July 25, 1991 and ending on August 10, 1993, and at no time following the Closing Date will any Transferring Company be related to a Person (for purposes of Section 197 of the Code) that held or used any such Marks at any time during the period beginning on July 25, 1991 and ending on August 10, 1993.

Section 3.20Inventory.  The Final Inventory (i) will be as of Closing in good and merchantable condition in all material respects and consists only of items usable and salable in the ordinary course of business (net of reserves for Final Inventory as of the Closing Date as set forth in the Estimated Closing Statement), (ii) will be owned by the Business Operating Entities free and clear of any Lien other than Permitted Liens, and (iii) will not be damaged or defective (net of reserves for Inventory as set forth on the Estimated Closing Statement). No Inventory used or held for use in the Business is owned or held for use by any Person other than a Transferring Company or a Transferred Company.

Section 3.21[reserved]

Section 3.22Insurance.  Clorox Parent or its Subsidiaries maintain policies for fire, flood and casualty, liability and other forms of insurance in such amounts, with such deductibles and against such risks and losses as are reasonable for the conduct of the Business (collectively, the “Insurance Policies”).  Clorox Parent does not maintain insurance policies exclusively with respect to the assets of the Business or any of the Transferred Companies.  None of Clorox Parent or its Subsidiaries has received notice of cancellation or non-renewal of any Insurance Policy. To Clorox Parent’s Knowledge, the activities and operations of the Business have been conducted in a manner so as to conform in all material respects to the applicable provisions of the Insurance Policies.

Section 3.23Suppliers and Customers.

(a)Section 3.23(a) of the Business Disclosure Schedule lists the customers of the Business whose payments to the Business Operating Entities with respect to the Business exceeded $2,500,000 in the aggregate during either of Clorox Parent’s two most recent fiscal years.

(b)Section 3.23(b) of the Business Disclosure Schedule lists the suppliers of the Business who received payments from the Business Operating Entities with respect to the Business in excess of $2,500,000 in the aggregate during either of Clorox Parent’s two most recent fiscal years.

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(c)None of the customers or suppliers set forth in Sections 3.23(a) and 3.23(b) of the Business Disclosure Schedule have provided written notification to any of the Business Operating Entities that such supplier or customer intends to terminate its relationship or significantly decrease the rate of buying products from or supplying services to the Business.

Section 3.24Product Warranties. There are no existing or, to the knowledge of Clorox Parent, threatened in writing, product liability, warranty or other similar claims in excess of $500,000 against the Business alleging that any Business product developed, formulated, supplied, manufactured, packaged, marketed, sold or distributed by any Business Operating Entity (each such product, a “Business Product”) is defective or fails to meet any product or service warranties or guaranties.  Since January 1, 2007, there have been no recalls of any Business Products.

Section 3.25Foreign Corrupt Practices Act.  The activities and operations of each of  the Business Operating Entities, and, to Clorox Parent’s Knowledge, each of their employees, have complied with all applicable laws governing corrupt or illicit business practices, including, without limitation, laws dealing with improper or illegal payments, gifts or gratuities and/or the payment of money or anything of value directly or indirectly to any Person (whether a government official or private individual) for the purpose of illegally or improperly inducing any Person or government official, or political party or official thereof, or any candidate for any such position, to make any decision or improperly assisting any Person in obtaining or retaining business or taking any other action favorable to such Person.

Section 3.26No Brokers.  Clorox Parent is not obligated under any Contract that would result in the obligation of Purchaser or its Affiliates to pay any finder’s fee, brokerage or agent’s commission in connection with the negotiations leading to this Agreement or the consummation of the purchase and sale of the Equity Interests or the Transferred Assets.

Section 3.27Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III, IN ANY CERTIFICATE DELIVERED BY CLOROX PARENT HEREUNDER OR ANY ANCILLARY AGREEMENT, CLOROX PARENT MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE EQUITY INTERESTS, TRANSFERRED ASSETS, TRANSFERRED LIABILITIES, TRANSFERRING COMPANIES, TRANSFERRED COMPANIES, BUSINESS OR ANY OTHER MATTER, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO WORKMANSHIP, PROFITABILITY, FUTURE PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, DOCUMENTS OR MATERIAL TRANSMITTED, PROVIDED OR MADE AVAILABLE TO PURCHASER OR ITS REPRESENTATIVES IN ANY PHYSICAL OR ONLINE “DATA ROOMS,” MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE CONTEMPLATED TRANSACTIONS, INCLUDING ANY PROJECTION, FORECAST OR OTHER FORWARD-LOOKING INFORMATION AND ANY INFORMATION CONTAINED IN ANY DESCRIPTIVE MEMORANDUM.  EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III, IN ANY CERTIFICATE DELIVERED BY CLOROX PARENT HEREUNDER OR ANY ANCILLARY AGREEMENT, ALL OF

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SUCH ADDITIONAL REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED, AND CLOROX PARENT EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATING TO OR RESULTING FROM THE USE OF ANY INFORMATION, DOCUMENTS OR MATERIAL DESCRIBED IN THE PREVIOUS SENTENCE, INCLUDING ANY MARKET ANALYSIS AND FINANCIAL PROJECTIONS THAT MAY BE CONTAINED THEREIN, OR FOR ANY ERRORS THEREIN OR OMISSIONS THEREFROM.  EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III, IN ANY CERTIFICATE DELIVERED BY CLOROX PARENT HEREUNDER OR ANY ANCILLARY AGREEMENT, THE PURCHASE AND SALE OF THE BUSINESS IS BEING MADE ON AN “AS IS, WHERE IS” BASIS AND WITHOUT RECOURSE TO CLOROX PARENT OR ANY OF ITS SUBSIDIARIES OR REPRESENTATIVES WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER

Except as set forth in the disclosure schedule delivered by Purchaser to Clorox Parent concurrently herewith (the “Purchaser Disclosure Schedule”) and attached hereto as Schedule D, Purchaser hereby represents and warrants to Clorox Parent that each of the following representations and warranties contained in this Article IV are true and correct.  All exceptions noted in the Purchaser Disclosure Schedule shall be numbered to correspond to the applicable sections to which such exception refers (regardless of the presence or absence of any specific reference to the Purchaser Disclosure Schedule in this Agreement); provided, however, that the disclosures set forth in any section of the Purchaser Disclosure Schedule shall be deemed to be an exception to any other representation or warranty of Purchaser contained in this Agreement to the extent that (i) the relevance of such disclosure to such other representation or warranty is reasonably apparent on the face of such disclosure or (ii) the disclosure provides a section reference to such other representation or warranty.

Section 4.1Organization.  Purchaser is a corporation, duly organized, validly existing and in good standing under the laws of Delaware and has all requisite power and authority to carry on its business as now conducted.

Section 4.2Authorization; Enforceability.

(a)The execution and delivery by Purchaser and the performance by Purchaser of its obligations hereunder have been duly authorized by all necessary corporate action on the part of Purchaser.  This Agreement has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms except as may be limited by the Bankruptcy Exception.

(b)The execution and delivery by the Purchaser and any of its Affiliates which are parties to any of the other Transaction Agreements and the performance by such entities of their obligations thereunder will be, at or prior to Closing, duly authorized by all necessary corporate or other action on the part of such Purchaser and such Affiliates, as

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applicable.  At or prior to the Closing, the Purchaser and its Affiliates shall have duly executed and delivered each Transaction Agreement to which such entities are, or at the Closing will be, a party, and each such Transaction Agreement shall constitute a legal, valid and binding obligation of such Purchaser and such Affiliates, as applicable, enforceable against such entities in accordance with its terms, except as may be limited by the Bankruptcy Exception.

Section 4.3Non-Contravention.  The execution, delivery and performance by Purchaser and its Affiliates of each Transaction Agreement, as applicable, to which such entity is a party and the consummation of the Contemplated Transactions do not and will not:  (a) violate, conflict with or result in the breach of any provision of the Governing Documents of Purchaser or its Affiliates; (b) assuming all Governmental Authorizations required under the HSR Act and any other mandatory antitrust notification requirements have been obtained or made, conflict with or violate any Law, Governmental Order or Governmental Authorization applicable to the Purchaser, its Affiliates, or any of their assets or properties; (c) violate, conflict with, result in a breach of any provision of, constitute a default under, result in the termination of, or in a right of termination or cancellation of, accelerate the performance required by, result in the triggering of any payment or other material obligations pursuant to, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any Contract to which Purchaser or any of its Affiliates is a party, or by which the property of Purchaser or any of its Affiliates is bound or affected; or (d) result in the creation of any Lien on any of the properties of Purchaser or its Affiliates, except, with respect to clause (d), for such conflicts, violations, invalidations, breaches, defaults, terminations, cancellations, accelerations, rights, Liens or results as would not reasonably be expected to affect Purchaser’s or its Affiliates’ ability to perform their obligations under this Agreement and the Ancillary Agreements.

Section 4.4Government Authorizations.  Except for all Governmental Authorizations required under the HSR Act and any other required approvals from a Governmental Antitrust Authority, no Governmental Order or filing with any Governmental Authority on the part of Purchaser or its Affiliates is required to be made in connection with the consummation of the Contemplated Transactions.

Section 4.5Litigation.  There are no Proceedings pending or, to the Knowledge of Purchaser, threatened in writing against or affecting Purchaser or its Affiliates (a) challenging or seeking to restrain, delay or prohibit any of the Contemplated Transactions or (b) preventing Purchaser or any applicable Affiliate from performing in all material respects their respective obligations under this Agreement.

Section 4.6Investment Intent.  Purchaser and its Affiliates acknowledge that the Equity Interests have not been registered under the Securities Act and that the Equity Interests may not be resold absent such registration or unless an exemption therefrom is available.  Purchaser and its Affiliates qualify as “accredited investors” as such term is defined in Rule 501(a) of the Securities Act.  The Equity Interests are being acquired by Purchaser or its Affiliates, as applicable, for investment purposes and solely for the account of Purchaser or its Affiliates, as applicable.  Neither Purchaser nor its Affiliates are acquiring the Equity Interests as a nominee or agent or with a view to the resale or distribution of any part thereof.   Neither Purchaser nor its Affiliates have any present intention of selling, granting any participation in, or

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otherwise distributing the Equity Interests.  The acquisition by Purchaser or its Affiliates of the Equity Interests as contemplated by this Agreement shall constitute confirmation of the representation by Purchaser and its Affiliates that they do not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Equity Interests.

Section 4.7Disclosure of Information.  Purchaser and its Affiliates acknowledge that they and their Representatives have been permitted full and complete access to the books and records, facilities, equipment, Tax Returns, contracts and other properties and assets of the Business that they and their Representatives have desired or requested to see or review, and that they and their Representatives have had a full opportunity to meet with the officers and key employees of the Business Operating Entities.  Purchaser and its Affiliates acknowledge that:  (a) none of Clorox Parent, its Affiliates, any of their respective Representatives or any other Person has made any representation or warranty, express or implied, as to the Business, the Business Operating Entities or the accuracy or completeness of any information regarding the Business or the Business Operating Entities furnished or made available to Purchaser, its Affiliates and their Representatives, except as expressly set forth in Article III of this Agreement, in any certificate delivered by Clorox Parent or in any Ancillary Agreement; and (b) neither Purchaser nor its Affiliates have relied on any representation or warranty from Clorox Parent or the Business Operating Entities or any other Person in determining to enter into this Agreement, except as expressly set forth in Article III of this Agreement in any certificate delivered by Clorox Parent or in any Ancillary Agreement; and (c) none of Clorox Parent, any of its Affiliates, their respective Representatives or any other Person shall have or be subject to any Liability to Purchaser, its Affiliates or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, including any information, documents or material made available to Purchaser in any physical or online “data rooms,” management presentations or in any other form in expectation of any of the Contemplated Transactions other than with respect to any representation or warranty regarding the subject matter of such information expressly set forth in Article III of this Agreement, in any certificate delivered by Clorox Parent or in any Ancillary Agreement.

Section 4.8Projections.  In connection with Purchaser’s investigation of the Business, Purchaser and its Affiliates have received from Clorox Parent and its Representatives certain projections, forecasts and business plan information.  Purchaser and its Affiliates acknowledge and agree that there are uncertainties inherent in attempting to make such projections, forecasts and plans, that Purchaser and its Affiliates are familiar with such uncertainties, that there can be no assurances that the projections, forecasts and plans are accurate or that the projections, forecasts and plans will be realized, that Purchaser and its Affiliates are taking full responsibility for making their own evaluation of the adequacy and accuracy of all projections, forecasts and plans so furnished to them, and that Purchaser and its Affiliates shall have no claim against any of Clorox Parent, its Affiliates or their respective Representatives with respect thereto, except with respect to any facts and circumstances underlying such projections that are the subject of the representation and warranties expressly set forth in Article III of this Agreement, in any certificate delivered by Clorox Parent or in any Ancillary Agreement.

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Section 4.9Financing.

(a)Assuming the satisfaction of the conditions to Purchaser’s obligation to consummate the Acquisition, the amount of funds to be provided pursuant to the Financing Letters, if funded in accordance with the terms of the Financing Letters, will be sufficient at the Closing to (i) pay the Purchase Price and any other repayment or refinancing of Indebtedness required by the Financing Letters or required as a result of the consummation of the Contemplated Transactions, and (ii) pay any and all fees and expenses, and satisfy all other payment obligations, required to be paid or satisfied by Purchaser.

(b)Purchaser has delivered to Clorox Parent a true, complete and correct copy of (i) the executed commitment letter, dated as of the date hereof (the “Equity Financing Letter”), between Purchaser and Guarantor, pursuant to which Guarantor has committed, subject to the terms and conditions thereof, to invest in Purchaser the cash amounts set forth therein (the “Equity Financing”), and (ii) the executed commitment letter, dated as of the date hereof, among Purchaser, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC (the  “Lenders”, and such commitment letter, “Debt Commitment Letter”, together with the Equity Financing Letter, the “Financing Letters”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend the amount set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”).  Purchaser has also delivered to Clorox Parent a true, complete and correct copy of any fee letter in connection with the Debt Commitment Letter (it being understood that any such Fee Letter provided to Clorox Parent may be redacted to omit the numerical fee amounts provided therein) (any such Fee Letter, a “Fee Letter”).

(c)As of the date hereof, the Financing Letters are in full force and effect.  The Financing Letters contain no conditions precedent, or other contractual contingencies as between Purchaser and any other party to the Financing Letters, related to the funding of the full amount of the Financing, other than as set forth in the Financing Letters and any related Fee Letter.  As of the date hereof, to the Knowledge of Purchaser, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Purchaser or any of the other parties thereto, under the Financing Letters.  As of the date hereof, Purchaser has no reason to believe that any of the conditions to the Financing contemplated in the Financing Letters and any related Fee Letter will not be satisfied or that the Financing will not be made available to Purchaser at or prior to the time contemplated hereunder for Closing.  There are no side letters or other contracts or arrangements related to the Financing other than the Financing Letters and any related Fee Letter.  As of the date hereof, Purchaser has fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the date hereof pursuant to the terms of the Financing Letters and any related Fee Letter.

Section 4.10No Brokers.  None of Purchaser or any of its Affiliates is obligated under any Contract that would result in the obligation of Clorox Parent or its Affiliates to pay any finder’s fee, brokerage or agent’s commission in connection with the negotiations leading to this Agreement or the consummation of the purchase and sale of the Equity Interests or the Transferred Assets.

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Section 4.11Limited Guaranty.  The Limited Guaranty is in full force and effect and is a legal, valid and binding obligation of the guarantors party thereto, enforceable against such guarantors in accordance with its terms, subject as to enforceability to the Bankruptcy Exception.  There is no default under the Limited Guaranty by any guarantor party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by any of the guarantors party thereto.

ARTICLE V
ADDITIONAL AGREEMENTS

Section 5.1Access and Investigation.  Between the Effective Date and the Closing Date and upon reasonable advance notice from Purchaser, Clorox Parent will, and will cause each Business Operating Entity and its Representatives to, afford Purchaser, its lenders and their respective Representatives reasonable access during normal business hours to such Business Operating Entities’ personnel, properties, Contracts, books and records and other financial, operating and other data and information related to the Business as Purchaser may reasonably request.  All information obtained by Purchaser, its lenders and their respective Representatives pursuant to this Section 5.1 shall be kept confidential in accordance with the Confidentiality Agreement and Section 5.13.  Notwithstanding the foregoing, none of Clorox Parent, its Affiliates or their Representatives shall be required to provide access to any information, property or personnel if (a) such Party believes in good faith that such access is subject to any confidentiality obligations or would be reasonably likely to jeopardize such Party’s attorney-client, work product or similar legal privilege; (b) any applicable Law, in the good faith judgment of such Party, may require such party to restrict or prohibit access to any such information, properties or personnel; or (c) such access would unreasonably disrupt the businesses and operations of such Party.  Prior to the Closing, (x) none of Purchaser, its Affiliates, its shareholders, its lenders, or any of the Representatives of the foregoing shall contact or communicate, directly or indirectly, with any customer or supplier of the Business for the purpose of discussing the Business or the Contemplated Transactions without, in each such instance, obtaining the express prior written consent of Clorox Parent (such consent not to be unreasonably conditioned, withheld or delayed) and permitting Clorox Parent to fully participate in any and all conferences, telephone conversations and other communications between Purchaser, its Affiliates, its shareholders, its lenders or any Representatives of the foregoing and any such customer or supplier and (y) Purchaser shall, and shall cause its Affiliates or Representatives to, promptly provide Clorox Parent with copies of all written and electronic communications between such Persons and any such customer or supplier.

Section 5.2Conduct of the Business Prior to Closing.

(a)Except as otherwise contemplated by this Agreement, between the Effective Date and the Closing Date, Clorox Parent will, and will cause each Business Operating Entity to, (i) conduct the Business in the ordinary course of business, consistent with past practice and in accordance with applicable Law with no less diligence and effort than would be applied in the absence of this Agreement, (ii) use commercially reasonable efforts to (A) preserve intact the current business organization of the Transferred Companies and (B) maintain relations and goodwill with suppliers, customers, landlords and creditors of the Business in the ordinary

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course of business consistent with past practice and (iii) make capital expenditures, research and development expenditures and sales, marketing and promotions expenditures consistent with the ordinary course of business of the Business and Schedule 5.2(a).

(b)Except as otherwise contemplated by this Agreement or as set forth in Schedule 5.2, between the Effective Date and the Closing Date, Clorox Parent will not, and will cause the Business Operating Entities to not, without the prior consent of Purchaser, which will not be unreasonably withheld, conditioned or delayed:

(i)terminate or amend in any material respects any Transferred Agreement or material Governmental Authorization to which a Transferred Company is a party or which is a Transferred Asset;

(ii)enter into any new Contracts of the kind described in Section 3.12(a) or any Intellectual Property Agreements, or terminate, amend or modify any Listed Agreement or any Intellectual Property Agreements, outside the ordinary course of business;

(iii)amend or otherwise modify the Governing Documents of any of the Transferred Companies;

(iv)issue, sell, contract to issue or sell, pledge, license, abandon, dispose of, grant, encumber or authorize the issuance, sale, pledge, disposition, grant or encumbrance of (A) any equity interests of any of the Transferred Companies, (B) any options, warrants, convertible securities or other rights of any kind to acquire any equity interest, or any other ownership interest, of the Transferred Companies, or (C) any material assets of the Business Operating Entities (except Inventory and obsolete or excess equipment) outside the ordinary course of business or material Business Intellectual Property;

(v)repurchase or redeem or split, reverse split or reclassify any equity interests of any of the Transferred Companies;

(vi)acquire by merging or consolidating with, by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets that are material outside the ordinary course of business;

(vii)adopt or, except to the extent required by Law, amend in any material respect any Business Benefit Plans in a manner that materially increases the cost as to Transferring Employees except in each case plans that apply to Clorox Parent employees generally, enter into or adopt any other agreement that would materially alter the terms of employment and/or compensation or benefits of a Transferring Employee, enter into or adopt any collective bargaining agreement with any labor union or similar organization that applies to, or covers, Transferring Employees or amend or modify any Employment Agreement in any material respect;

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(viii)implement any employee layoffs in a Transferred Company that could implicate the WARN Act or any similar foreign law in respect of collective layoffs;

(ix)grant to any Transferring Employee whose annual salary is $100,000 (or equivalent in local currency) or more any material increase in guaranteed cash compensation, other than planned, routine salary adjustments on or about October 1, 2010, or January 1, 2011, except as may be required by Law or under existing agreements, any renewal of an existing Employment Agreement or any Business Benefit Plans;

(x)make or revoke any material Tax election, settle or compromise any material Tax liability or materially amend any Tax Return that would reasonably be expected to adversely affect the Business;

(xi)permit any of the Insurance Policies to expire, or to be canceled or terminated, unless a comparable insurance policy is obtained and put into effect;

(xii)adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Business Operating Companies or otherwise permit the corporate existence of any of the Business Operating Companies or the rights or franchises or any license, permit or authorization under which the business of any of the Business Operating Companies operates to be suspended, lapsed or revoked;

(xiii)permit the Transferred Companies to create, incur, assume or guarantee any material Indebtedness, or subject any of the Transferred Assets or Transferred Companies to any Lien (other than Permitted Liens);

(xiv)cancel or compromise any material debt or material claim owed to any Transferred Company or waive or release any material right of any Transferred Company, or that is otherwise a Transferred Asset, except in the ordinary course of business of the Business consistent with prior practices;

(xv)change financial accounting methods, practices, policies or principles or elections from those utilized in the preparation of the latest audited financial statements of the Business for the fiscal year ended June 30, 2010, other than any such changes as may be required under GAAP or other generally accepted accounting principles of the applicable jurisdiction, or make billings, collect accounts receivable or pay accounts payable other than in the ordinary course of business consistent with past practice;

(xvi)otherwise conduct the Business outside of the ordinary course of business; or

(xvii)agree to do any of the foregoing.

(c)Notwithstanding any other provision of this Agreement to the contrary, prior to the Closing Date, Clorox Parent or any of its Affiliates may cause any Transferred Company to pay out, distribute or otherwise transfer, as applicable, any cash or accounts payable,

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accounts receivable or assets not related to the Business held by or on behalf of any Transferred Company to Clorox Parent or any Subsidiary of Clorox Parent.

Section 5.3Efforts to Consummate; Consents; Approvals.

(a)Subject to the terms and conditions herein provided and except as specifically addressed in Sections 5.18 and 5.19, each of Purchaser and Clorox Parent shall, and shall cause its Subsidiaries to, use reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the Contemplated Transactions (including the satisfaction, but not waiver, of the closing conditions set forth in Article VI).  In furtherance of the foregoing, Clorox Parent and Purchaser shall coordinate and cooperate with one another and shall each use its reasonable best efforts to provide any notices, and to obtain (and shall each refrain from taking any willful action that would impede or delay obtaining) all consents, waivers, approvals, authorizations or orders needed to consummate the Contemplated Transactions; provided that Clorox Parent shall make all payments reasonably necessary to obtain consents, waivers, approvals, authorizations or orders of third parties needed to consummate the Contemplated Transactions, and Purchaser shall reimburse Clorox Parent for 50% of such payments at Closing.

(b)Clorox Parent and Purchaser each shall use its reasonable best efforts to file (i) the appropriate notification and report form, and all other documents to be filed in connection therewith, required by the HSR Act and the notification rules promulgated thereunder with the United States Federal Trade Commission and the United States Department of Justice as soon as practicable following the Effective Date, but in any event within five Business Days following the Effective Date and (ii) the appropriate notification and report forms, and all other documents to be filed in connection therewith, required by any Governmental Antitrust Authority as soon as practicable following the Effective Date, but in any event within ten Business Days following the Effective Date.  Purchaser shall be responsible for paying the applicable HSR Act filing fee and any other filing fees imposed in connection with any other antitrust notification. Clorox Parent and Purchaser shall respond promptly to any request for additional information or documentary material that may be issued by a Governmental Antitrust Authority.  Neither Clorox Parent nor Purchaser shall take any action that will have the effect of delaying, impairing or impeding the receipt of any required approvals.

(c)Without limiting the generality of Purchaser’s undertakings pursuant to Section 5.3(b), Purchaser shall:

(i)take promptly any or all of the following actions to the extent necessary to eliminate any questions, concerns, issues or objections raised by any Governmental Authority with jurisdiction over the enforcement of any applicable antitrust Laws (“Governmental Antitrust Authority”) regarding the legality under any antitrust Law of Purchaser’s acquisition of the Transferred Companies and the Business, entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to judicial or administrative orders, or selling or otherwise disposing of, or holding separate (through the

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establishment of a trust or otherwise), particular assets or categories of assets, or businesses, of Purchaser;

(ii)use its reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust Law by a Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of Contemplated Transactions, including the Acquisition, in accordance with the terms of this Agreement and the Ancillary Agreements unlawful or that would prevent or delay such consummation, including taking the steps contemplated by Section 5.3(c)(i);

(iii)take promptly, in the event that such an injunction or order has been issued in such a proceeding, any and all steps, including the appeal thereof, the posting of a bond or the steps contemplated by Section 5.3(c)(i), necessary to vacate, modify or suspend such injunction or order so as to permit such consummation of the Contemplated Transactions on a schedule as close as possible to that contemplated by this Agreement; and

(iv)take promptly all other actions and do all other things necessary and proper to avoid, resolve or eliminate each and every impediment under any antitrust Law that may be asserted by any Governmental Antitrust Authority or any other party to the consummation of Contemplated Transactions, including the Acquisition, in accordance with the terms of this Agreement and the Ancillary Agreements.

(d)Except where prohibited by applicable Law, and subject to the Confidentiality Agreement, Clorox Parent and Purchaser shall, and shall cause their Affiliates to, coordinate with one another in preparing and exchanging such information, and shall promptly provide the other (or its counsel) with copies of all filings, presentations or submissions made by such Party or its Affiliates with any Governmental Authority in connection with this Agreement or the Contemplated Transactions.  Each of Clorox Parent and Purchaser shall timely make, or cause to be made, all necessary filings with Governmental Authorities.

Section 5.4Notification.  Clorox Parent shall give prompt notice to Purchaser, and Purchaser shall give prompt notice to Clorox Parent, of (a) the occurrence or non-occurrence of any event after the date hereof, the occurrence or non-occurrence of which would be likely to cause any representation or warranty contained in this Agreement to be materially untrue or inaccurate such that the conditions to Closing set forth in Sections 6.2(a) and 6.3(a), as the case may be, shall not be met, and (b) any failure of Clorox Parent or Purchaser, as the case may be, to materially comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it after the date hereof such that the conditions to Closing set forth in Sections 6.2(b) and 6.3(b), as the case may be, shall not be met; provided, however, that failure to give such notice shall not be treated as a breach of covenant for the purposes of Section 7.2(b) or 7.3(b), unless the failure to give such notice results in actual and material prejudice to the other Party.

Section 5.5No Negotiation.  From the Effective Date until the earlier of termination of this Agreement and the Closing, Clorox Parent will, and will cause its Subsidiaries and Representatives to, discontinue any negotiations with any Person (other than Purchaser) relating to any sale of the Transferred Assets or the Transferred Companies, including the sale of any

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Equity Interests, whether by stock sale, merger, consolidation or similar transaction, or the sale of any material portion of the assets of the Transferred Companies (other than sales in the ordinary course of business).  Until such time, if any, as this Agreement is terminated or the Closing occurs, Clorox Parent will not, and will instruct its Subsidiaries and Representatives to not, solicit, initiate or encourage any inquiries or proposals from, or negotiate with, any Person (other than Purchaser) relating to any such transaction involving the sale of the Transferred Assets or any of the Transferred Companies.  Clorox Parent shall send written notice to each Person to whom Clorox Parent has provided information relating to the Business in connection with the proposed Acquisition requiring that such Person return or confirm the destruction of all provided information promptly after the date hereof, but in no event later than ten (10) Business Days after the date hereof.

Section 5.6Names; Intellectual Property Transfer.

(a)As promptly as reasonably practicable, but no more than thirty (30) days after the Closing, Purchaser shall, or shall cause the applicable Transferred Companies to, make all filings with applicable Governmental Authorities to change the name of each Transferred Company and any of its applicable Subsidiaries to remove the name “Clorox”.  Purchaser shall, as promptly as reasonably practicable, but no more than ninety (90) days after the Closing, further cause the Transferred Companies and their Subsidiaries to remove and cease using any trademarks, trade names, brandmarks, brand names, trade dress or logos incorporating the name “Clorox” (the “Clorox Names”) from all Internet sites, products or packaging, signage, labels, stationery or office forms of the Transferred Companies received in connection with the transactions contemplated by this Agreement, except in the case of Inventory included in the Final Inventory.  Effective as of the Closing Date, Clorox Parent hereby grants Purchaser Transferee and the Transferred Companies a non-exclusive, non-transferable, royalty-free license to use the Clorox Names during such ninety (90) day period (or for the Inventory included in the Final Inventory, until such time as such Inventory is exhausted) in substantially the same manner as such Marks were used prior to the Closing Date as necessary to transition away from the use of the Clorox Names.  Thereafter, Purchaser shall neither use nor permit or suffer any of its Affiliates to use any of the Clorox Names or any trademark, trade name, brandmark, brand name, trade dress or logo incorporating any of the Clorox Names in connection with the Transferred Companies, the Business or otherwise.

(b)Prior to the Closing, Clorox Parent shall, and shall cause each of its relevant Affiliates to, assign, transfer and convey, for no additional consideration and pursuant to written assignment documents in a form reasonably acceptable to Purchaser, the Business Names and Business Registered Intellectual Property, and all other Business Intellectual Property (the “Transferred Intellectual Property”) to Clorox U.S. or such other entities as Clorox Parent and Purchaser may agree.

(c)At the request of Purchaser, Clorox Parent and its Subsidiaries shall execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall promptly take such further actions as shall be reasonably necessary or requested by Purchaser to record with any appropriate Governmental Authority the assignment of the Transferred Intellectual Property to Clorox U.S. or such other

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entities as Clorox Parent and Purchaser may agree, provided, however, that Purchaser shall be reasonable in its selection of Transferred Intellectual Property to be recorded. Clorox Parent shall be responsible for costs associated with recording, in the records of the United States Patent and Trademark Office and other applicable state, local or other U.S. or foreign Governmental Authorities, any assignment of Business Names and Business Registered Intellectual Property, without any gaps in the chain of title, to Clorox U.S.  Purchaser shall be responsible for costs associated with such recordations for any assignment of Business Names and Business Registered Intellectual Property to any other entity (in excess of what Clorox Parent would reasonably expect to incur if the assignment were to Clorox U.S., or, in full to the extent Purchaser requests assignment of Business Names and Business Registered Intellectual Property from Clorox U.S. to any other entity).  Purchaser shall be responsible for any costs associated with assignment of and recordations of any assignments of Business Names and Business Registered Intellectual Property thereafter.

Section 5.7Tax Matters.

(a)Whenever it is necessary for purposes of this Agreement to determine the liability for Taxes of a Transferred Company for the Pre-Closing Portion of a Straddle Period, the determination shall be made by assuming that such Straddle Period ended at the close of business on the Closing Date, and by assuming that the Tax period of any pass-through entity owned by the Transferred Company ended at the close of business on the Closing Date.  In the case of property Taxes and similar Taxes which are levied on a per diem basis, the amount of Taxes allocable to the Pre-Closing Portion of such Straddle Period shall equal the Taxes for the Straddle Period multiplied by a fraction, the numerator of which shall be the number of days in the Straddle Period up to and including the Closing Date, and the denominator of which shall be the total number of days in the Straddle Period.

(b)Clorox Parent shall (i) prepare and timely file, or cause to be prepared and timely filed when due (including extensions), any combined, consolidated or unitary Tax Return that is required to include the operations, ownership, assets or activities of any of the Transferred Companies for periods ending on or before the Closing Date and (ii) timely pay all Taxes required to be paid with respect to such Tax Returns.

(c)Purchaser shall prepare and timely file, or cause to be prepared and timely filed when due (including extensions), any Tax Return that is required to be filed after the Closing Date which includes the operations, ownership, assets or activities of the Transferred Companies for a period ending after the Closing Date, including any Straddle Period.  Any Tax Return for a Straddle Period shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Return in question (unless such practices are no longer permissible under applicable Tax Law), and to the extent any items are not covered by past practices (or in the event such past practices are no longer permissible under applicable Tax Law), in accordance with reasonable Tax accounting practices selected by Purchaser with the consent (not to be unreasonably withheld or delayed) of Clorox Parent.  No liability in respect of Tax shown on any Tax Return for a Straddle Period prepared by Purchaser pursuant to this Section 5.7(c) shall be considered a liability for Taxes subject to reimbursement pursuant to Section 5.7(e) unless Purchaser shall have provided Clorox Parent with a copy of such Tax Return at least forty-five

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(45) days prior to the filing of such Tax Return (or, if required to be filed within forty-five (45) days of Closing, as soon as possible following Closing), accompanied by a statement (a “Straddle Period Statement”) setting forth and calculating in reasonable detail the Taxes shown as due on such Tax Return which are allocable to the Pre-Closing Period of such Straddle Period.

(d)If Clorox Parent disagrees with the manner of preparation of a Tax Return for a Straddle Period, or with the amount of Taxes calculated as allocable to the Pre-Closing Portion of such Straddle Period (as shown on the Straddle Period Statement), within fifteen (15) days of the receipt of the Tax Return for the Straddle Period and the Straddle Period Statement Clorox Parent may provide to Purchaser a notice of such dispute (a “Tax Statement Dispute”).  If Clorox Parent does not provide a notice of Tax Statement Dispute within such fifteen-day period, Clorox Parent shall be deemed to have accepted the Tax Return and the Straddle Period Statement for purposes of Section 5.7(e).  If Clorox Parent provides Purchaser with a notice of Tax Statement Dispute, Clorox Parent shall also provide to Purchaser a proposed revision of such Tax Return, a statement setting forth and calculating in reasonable detail the Taxes allocable to the Pre-Closing Portion of the Straddle Period, and a written explanation of the reasons for its adjustment.  Clorox Parent and Purchaser shall attempt to resolve their disagreement within five Business Days following Clorox Parent’s notification of a Tax Statement Dispute.  If Clorox Parent and Purchaser cannot reach complete agreement within such five Business Days, each of Clorox Parent and Purchaser shall select a Tax expert from its respective outside accounting firm or law firm knowledgeable in the area of the dispute, and such experts shall attempt to resolve the differences.  Each Party shall be responsible for the costs and fees of its Tax expert.  If Clorox Parent and Purchaser are unable to resolve their differences through their Tax experts, the dispute shall be submitted to the Accounting Firm.  The fees and expenses of the Accounting Firm shall be borne fifty percent (50%) by Clorox Parent and fifty percent (50%) by Purchaser.

(e)Subject to the dispute resolution provisions in this Section 5.7, Clorox Parent shall pay or cause to be paid to Purchaser an amount equal to the Taxes of the Transferred Companies attributable to any Pre-Closing Period or the Pre-Closing Portion of any Straddle Period, except to the extent such Taxes are (i) payable by Purchaser pursuant to Section 5.9 or (ii) have been paid by the Transferred Companies prior to the Closing Date.  All such payments shall be made no later than ten Business Days after Purchaser has provided notice of such Taxes to Clorox Parent.

(f)Neither Purchaser nor any of the Transferred Companies shall file any amended Tax Return with respect to the Transferred Companies for any Tax period ending on or before the Closing Date or any Straddle Period without the prior written consent of Clorox Parent (not to be unreasonably withheld or delayed), except as required under applicable Law.

(g)Each Party shall, and shall cause each of its Subsidiaries to, (i) retain all books and records with respect to Tax matters pertinent to any Asset Transferring Company (to the extent related to the Transferred Assets or the Business) or a Transferred Company, in each case relating to any Tax period beginning before the Closing Date until the expiration of the applicable statute of limitations period, and abide by all record retention agreements entered into with any Tax authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if such other Party so

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requests, shall, and shall cause its Subsidiaries to allow such other Party to take possession of such books and records (except as would be prohibited by applicable Law).  During the period such books and records with respect to Tax matters are retained by the Parties, each Party shall provide, or shall cause its Subsidiaries and their Representatives to provide, as applicable, reasonable direct access to such books and records to the other Party during normal working hours, including the right to make copies, at such other Party’s expense, in connection with any audit or other proceeding with respect to Taxes or any claim for indemnification with respect to Taxes.

(h)Purchaser and Clorox Parent further agree, upon request, to use reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed; provided that obtaining such certificate or other document may not reasonably be expected to adversely affect Purchaser, any of the Transferred Companies or Clorox Parent.

(i)Within thirty (30) Business Days of Clorox Parent’s request, Purchaser shall cause its employees (including any previous employees of Clorox Parent or its Affiliates with knowledge of the matter at hand) to prepare and provide to Clorox Parent such Tax information as is reasonably requested by Clorox Parent with respect to any operations, ownership, assets or activities of each of the Transferred Companies for periods prior to the Closing Date, including pro forma Tax Returns, to the extent such information is relevant to the preparation of any Tax Return that Clorox Parent is required to prepare and file.  Clorox Parent shall reimburse Purchaser and the Transferred Companies for additional reasonable out-of-pocket costs of preparing any such Tax information.  Purchaser shall not have any Liability for any inaccuracy in any such information.

(j)Purchaser and Clorox Parent further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Section 6043 of the Code or Section 6043A of the Code, or Treasury Regulations promulgated thereunder.

Section 5.8Refunds and Credits.  Any refunds, rebates, deposits, credits or overpayments of Taxes of any of the Transferred Companies for any Tax period ending on or before the Closing Date (“Pre-Closing Refunds”) shall be for the account of Clorox Parent, and Purchaser shall promptly pay to Clorox Parent any Pre-Closing Refunds received by Purchaser or its Affiliates after the Closing Date.  Any refunds, rebates, deposits, credits or overpayments of any of the Transferred Companies for any Tax period beginning after the Closing Date (“Post-Closing Refunds”) shall be for the account of Purchaser, and Clorox Parent shall promptly pay to Purchaser any Post-Closing Refunds received by Clorox Parent after the Closing Date.  Any refunds, rebates, deposits, credits or overpayments of Taxes of any of the Transferred Companies for a Straddle Period shall be equitably apportioned between Clorox Parent, on the one hand, and Purchaser, on the other hand and promptly paid to such Party, as applicable.  Purchaser shall, if Clorox Parent so requests and at Clorox Parent’s expense, file for and obtain any refunds, rebates, deposits, credits or overpayments, or cause the Transferred Companies to file for and obtain any refunds, rebates, deposits, credits or overpayments, to which Clorox Parent shall be entitled under this Section 5.8, and Purchaser shall permit Clorox Parent to control the

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prosecution of any such refund claim.  Clorox Parent shall, if Purchaser so requests and at Purchaser’s expense, file for and obtain any refunds, rebates, deposits, credits or overpayments, or cause its Subsidiaries to file for and obtain any refunds, rebates, deposits, credits or overpayments, to which Purchaser shall be entitled under this Section 5.8, and Clorox Parent shall permit Purchaser to control the prosecution of any such refund claim.

Section 5.9Transfer Taxes.  Notwithstanding anything to the contrary in this Agreement, Purchaser shall pay to Clorox Parent the full amount of all transfer, documentary, sales, use, stamp, registration and such other Taxes (including real estate transfer Taxes), and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with the consummation of the Contemplated Transactions shall be borne (and any applicable refund thereof, including any applicable refund of VAT, shall be shared) fifty percent (50%) by Clorox Parent and fifty percent (50%) by Purchaser.  Purchaser shall pay its share of such amounts to Clorox Parent, and Clorox Parent shall remit such amount to the applicable taxing authority.  If and to the extent VAT applies, the Purchaser shall pay the VAT on the production of a valid VAT invoice by the Transferring Companies.

Section 5.10Employee Matters.

(a)United States. Clorox Parent shall cause to be transferred to Clorox U.S., effective upon the Closing, the Business employees employed by Clorox Parent or one or more of its Affiliates set forth on Schedule 5.10(a)-1.  The Business employees employed by Clorox U.S. or Clorox U.S. Sub as of the date of this Agreement are listed on Schedule 5.10(a)-2 (the Business employees listed on Schedules 5.10(a)-1 and 5.10(a)-2, as updated pursuant to the following sentence, are referred to herein as “U.S. Transferring Employees”). Schedule 5.10(a)-1 and Schedule 5.10(a)-2 shall be updated from time to time by Clorox Parent, but in any event no later than three days prior to Closing, to reflect employee hires, terminations or other changes in employment status in Clorox U.S. that occur in the ordinary course of business consistent with past custom and practice.  Notwithstanding the foregoing or any other provision of this Agreement, any U.S. Transferring Employee who, as of the Closing Date, is receiving, or entitled to receive as a result of an injury or illness incurred prior to the Closing Date, short-term disability benefits and who subsequently becomes eligible to receive long-term disability benefits shall be provided long-term disability benefits under a Clorox Parent long-term disability plan until such employee is no longer disabled as a result of the original disability incurred prior to the Closing Date.  Clorox Parent shall retain all Liabilities relating to any current or former employee of any Business Operating Entity who is receiving long-term disability benefits on the Closing Date or who becomes entitled to receive long-term disability benefits as a result of an injury or illness incurred prior to the Closing Date, on or following the Closing Date pursuant to the immediately preceding sentence.

(b)United Kingdom.  Not less than fifteen days before the Closing Date, Clorox Parent shall cause to be transferred from Clorox U.K., effective upon the Closing Date or such earlier date as determined by Clorox Parent in its sole discretion, the employees employed by Clorox U.K. set forth on Schedule 5.10(b)-1 (the “U.K. Transferred Out Employees”).  The Business employees employed by Clorox U.K. as of the date of this Agreement are listed on Schedule 5.10(b)-1 and Schedule 5.10(b)-2 (the Business employees listed on Schedules 5.10(b)-

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2, as updated pursuant to the following sentence, are referred to herein as “U.K. Transferring Employees”). Schedule 5.10(b)-1 and Schedule 5.10(b)-2 shall be updated from time to time by Clorox Parent, but in any event no later than three days prior to Closing, to reflect employee hires, terminations or other changes in employment status in Clorox U.K. that occur in the ordinary course of business consistent with past custom and practice. In the event that any UK Transferred Out Employees claim to be employed by Clorox U.K. following Closing, Clorox U.K. may terminate the employment of such individual and Clorox Parent shall indemnify and hold harmless, the Purchaser against any Liability (including reasonable attorneys’ fees) incurred by Clorox U.K. in relation to such employment or its termination.

(c)Other Jurisdictions.  Not less than fifteen days before the Closing Date, Purchaser shall send an offer letter (“Offer Letter”) to (x) each of the Business employees located in Canada employed by Clorox Parent or one or more of its Affiliates set forth on Schedule 5.10(c)-1 (the “Canadian Transferring Employees”) and (y) the Business employees located in Australia set forth on Schedule 5.10(c)-2 (the “Australian Transferring Employees”) offering employment to such employees commencing on the day after the Closing Date with Purchaser or one of its Subsidiaries on terms and conditions described in Section 5.10(d).  Purchaser shall consult with Clorox Parent regarding the form and substance of the Offer Letter prior to sending the Offers Letters to employees, provide Clorox Parent with copies of all Offer Letters sent to Business employees and provide copies of all Offer Letters countersigned by Business employees.  Schedule 5.10(c)-1 and Schedule 5.10(c)-2 shall be updated from time to time by Clorox Parent, but in any event no later than fifteen days prior to Closing, to reflect employee hires, terminations or other changes in employment status of Business Employees located in Canada and Australia, respectively.

(d)For at least twelve months following the Closing Date, the terms and conditions of the Transferring Employees’ employment with the Purchaser with respect to (i) base salary, wages, commission, target bonus opportunities (other than any equity-based opportunities or compensation) and (ii) health, welfare and retirement benefits (other than supplemental executive retirement/SERP benefits) shall be substantially similar in value in the aggregate to, with respect to clause (i), those provided by Clorox Parent and/or the applicable Business Operating Entity as of immediately prior to the Closing Date (to the extent disclosed to Purchaser), and, with respect to clause (ii), those provided by Clorox Parent and/or the applicable Business Operating Entity as of immediately prior to the Effective Date; provided that neither Purchaser nor its Affiliates shall be required to adopt or maintain any particular type of benefit plan, program, policy or arrangements (such as defined benefit pension, retiree medical, or nonqualified deferred compensation plans) to comply with the foregoing.  Benefit plans established, adopted or maintained by Purchaser or the Transferred Companies after the Closing Date to comply with the foregoing sentence shall herein be referred to as “Purchaser Plans”).   Transferring Employees shall be given credit for all service with Clorox Parent and its Subsidiaries (including service with a predecessor employer to the extent such service was credited by Clorox Parent and its Subsidiaries) prior to the Closing under each Purchaser Plan for purposes of eligibility and vesting (but not for purposes of benefits accrual) to the same extent credited by Clorox Parent for a similar purpose under an analogous Business Benefit Plan as of the Closing Date.  With respect to any Purchaser Plan that is or would be considered a “welfare

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benefit plan” (as defined in Section 3(1) of ERISA) that provides health benefits, Purchaser shall cause there to be waived, (i) any pre-existing condition, and waiting periods and evidence of insurability requirements for any Transferring Employee enrolled in similar Business Benefit Plans maintained by Clorox Parent and its Subsidiaries as of the Closing Date to the extent waived, satisfied or inapplicable under such Business Benefit Plans as of the Closing Date, and (ii) any co-payments, deductibles and offsets (or similar payments) made during the plan year that includes the Closing Date for the purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any analogous Purchaser Plans in which they are or become eligible to participate on or after the Closing Date and in the plan year in which the Closing Date occurs.

(e)As of the Closing Date, the U.S. Transferring Employees shall become members of the class of employees eligible to participate in the applicable Purchaser Plan that is intended to qualify as qualified cash or deferred arrangements under Section 401(k) of the Code (the “Purchaser 401(k) Plan”).  If a U.S. Transferring Employee has sufficient service (taking into account service credited pursuant to subsection (c) hereof) under the Purchaser 401(k) Plan, such U.S. Transferring Employee shall be allowed to enter active participation in the Purchaser 401(k) Plan as of the Closing Date.  Purchaser shall take all steps necessary to cause the Purchaser 401(k) Plan to accept eligible rollover distributions (as defined in Section 402(c)(4) of the Code), in cash but including any associated loans (irrespective of whether a rollover distribution of such loans would be considered a cash or in-kind distribution), from each U.S. Transferring Employee who has received such a distribution from the applicable 401(k) Plan of Clorox Parent or its Subsidiaries.  The distributions and rollovers described herein shall comply with applicable Law, and each Party shall make all filings and take any actions required of such Party under applicable Law in connection therewith.

(f)With respect to any accrued but unused vacation time (including flexible time off and sick pay) as of the Closing to which any Transferring Employee is entitled pursuant to Clorox Parent’s or its Subsidiaries’ vacation policy or under Law immediately prior to the Closing Date, Purchaser shall, to the extent permitted by Law, assume any Liability for such accrued but unused vacation time and allow such Transferring Employee to use such accrued vacation after the Closing Date; provided, however, that Purchaser shall be liable for and pay in cash an amount equal to such accrued but unused vacation time to any Transferring Employee whose employment terminates for any reason subsequent to the Closing Date.

(g)Notwithstanding anything to the contrary in this Agreement, starting on the Closing Date, Purchaser shall, for a period ending on the date one year after the Closing Date, provide (or cause its Subsidiaries to provide) each Transferring Employee whose employment is terminated during this one-year period and who is otherwise entitled to severance pay under the plans or practices of Clorox Parent (provided such plans or practices have been disclosed to Parent prior to the execution of this Agreement) with severance pay  equal to the greatest of (i) the severance pay and benefits in the aggregate offered to similarly situated employees of Clorox Parent or its Subsidiaries under the guidelines set forth on Schedule 5.10(g), (ii) the severance pay and benefits offered to similarly situated employees of Purchaser, or (iii) the severance pay required by Law. Purchaser shall assume from Clorox Parent all Liabilities to pay or provide severance in accordance with the guidelines set forth on Schedule 5.10(g) or required by Law to

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(A) any Business employee who is not offered employment by Purchaser and/or one of its Subsidiaries pursuant to Section 5.10(c) and (B) any Transferring Employee who is offered and rejects employment by Purchaser and/or one of its Subsidiaries pursuant to Section 5.10(c) and who would otherwise be entitled to severance pay and/or benefits under the plans or practices of Clorox Parent or its Affiliates (provided such plans or practices have been disclosed to Purchaser prior to the execution of this Agreement) had such Transferring Employee’s employment been terminated by Clorox Parent or its Subsidiaries under the circumstances under which such Transferring Employee’s employment is terminated by the Purchaser.

(h)With respect to Clorox U.S. and Clorox U.S. Sub, for purposes of WARN Act compliance, on or before the Closing Date Parent shall provide Purchaser with a list of employee layoffs, by date and location, implemented by Clorox U.S. and Clorox U.S. Sub in the 90-day period preceding the Closing.

(i)With respect to all U.S. Transferring Employees (and their respective covered dependents), who are “M&A Qualified Beneficiaries” (as defined in Section 54.4980B-9 Q&A-4(a) of the Treasury Regulations), Clorox Parent shall provide any notice required by Section 4980B(f)(6) of the Code and shall make available to such individuals continuation coverage under a group health plan maintained by Clorox Parent, as provided by Section 54.4980B-9 Q&A-7 of the Treasury Regulations.

(j)Purchaser shall make all retention payments to the Transferring Employees, as set forth in Schedule 5.10(j).

(k)The provisions of this Section 5.10 are entered into specifically and exclusively for the benefit of Clorox Parent, its Subsidiaries and Purchaser and to clarify Clorox Parent’s, its Subsidiaries’ and Purchaser’s related rights and responsibilities.  Nothing in this Section 5.10 confers or is intended to confer any rights or remedies (including any third-party beneficiary rights or remedies) upon any Person other than the Parties to this Agreement.  Nothing contained in this Section 5.10 or any other provision of this Agreement (i) shall be construed to establish, amend, or modify any benefit or compensation plan, program, agreement or arrangement, (ii) shall limit the ability of Purchaser or any of its Affiliates (including, following the Closing, any U.S. Transferred Company) to amend, modify or terminate any benefit or compensation plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them, (iii) create any right to employment or continued employment or to a particular term or condition of employment with Purchaser, any U.S. Transferred Company or any of their respective Affiliates, or (iv) shall prohibit or in any way limit the right of Purchaser or any of its Affiliates (including, following the Closing, any U.S. Transferred Company) to terminate the employment of any employee at any time and for any or no reason.

Section 5.11Reserved.

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Section 5.12Post-Closing Assistance.

(a)Purchaser and Clorox Parent shall cooperate with each other, and shall cause their Representatives to use its reasonable best efforts for a period beginning on the Effective Date and ending on the date that is eighteen (18) months after the Closing Date to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to consummate the Acquisition and the Contemplated Transactions and to transfer, convey, grant and confirm to and vest in Purchaser or its Subsidiaries good title to the Equity Interests and the Transferred Assets and for Purchaser or its Subsidiaries to assume the Transferred Liabilities and to minimize any disruption to the respective businesses of Clorox Parent and Purchaser that might result from the Contemplated Transactions.  Clorox Parent shall be responsible for any pre-Closing costs incurred by Clorox to plan for and prepare the Business for separation in connection with the Contemplated Transactions except as otherwise provided for herein, and Purchaser will be responsible for all other costs associated with the separation, relocation, start-up and other activities related to separating the Business from the retained Clorox business, including for example the costs of moving inventory and files, relocating Transferring Employees and reconfiguration of facilities, except as otherwise provided for herein.

(b)After the Closing Date, upon reasonable notice, Purchaser and Clorox Parent shall furnish or cause to be furnished to each other and their Representatives reasonable access, during normal business hours, to such information and assistance relating to the Transferred Companies, the Transferred Assets and Transferred Liabilities and the Business Operating Entities as is reasonably necessary for financial reporting (including the preparation of post-Closing audited financial statements that cover the period prior to the Closing Date) and accounting matters, the defense or prosecution of any litigation, arbitration or other dispute, or the preparation and filing of any Tax Returns or complying with such Party’s obligations under any audit request, subpoena or other investigative demand or the defense of any Tax audit, claim or assessment.  Each Party shall make its Representatives (including, on the part of Purchaser, any former Clorox Parent employees) available to the other Party to provide such reasonably requested information and assistance.  Purchaser or Clorox Parent, as applicable, shall reimburse the other party for reasonable out-of-pocket costs (including reasonable attorneys’ fees) and expenses incurred in assisting Purchaser or Clorox Parent, as applicable, pursuant to this Section 5.12.  Neither Party shall be required by this Section 5.12(b) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations or result in any actual or potential breach of the Law or Contract, waive attorney-client privilege or similar doctrines or give rise to any other actual or potential compliance concern.

(c)If, after the Closing, Purchaser or any of its Subsidiaries receive payment on any of the accounts receivable of the Business retained by Clorox Parent or its Subsidiaries or if Clorox Parent or any of its Subsidiaries receive payment on any of the accounts receivable of the Business transferred to Purchaser pursuant to this Agreement, then Purchaser or Clorox Parent shall, or shall cause their applicable Subsidiaries to, as soon as reasonably practicable: (i) make payment of such funds to the bank account designated by Purchaser or Clorox Parent, as applicable, from time to time, and (ii) inform in writing the representative designated by Purchaser or Clorox Parent, as applicable, of the amount and payor of the receivable to be transferred.  No Party shall have a right of withholding or set-off with respect to such payments.

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(d)If, after the Closing, Purchaser or any of its Subsidiaries make payment on any of the accounts payable of the Business retained by Clorox Parent or its Subsidiaries or if Clorox Parent or any of its Subsidiaries make payment on any of the accounts payable of the Business transferred to Purchaser pursuant to this Agreement, then Purchaser or Clorox Parent shall, or shall cause their applicable Subsidiaries to, as soon as reasonably practicable: (i) make payment of such funds to the bank account designated by Purchaser or Clorox Parent, as applicable, from time to time, to reimburse such other Party for such payment, and (ii) inform in writing the representative designated by Purchaser or Clorox Parent, as applicable, of the amount and payee of the payable to be transferred. No Party shall have a right of holding or set-off with respect to such payments.

(e)If either Party shall, from time to time, identify any Transferred Asset or Transferred Liability that was not transferred to Purchaser, or any asset or Liability which was not listed as a Transferred Asset or Transferred Liability (including Retained Liabilities) but was transferred to Purchaser, each at the time of Closing, the Parties shall use their reasonable best efforts to transfer those assets or Liabilities to the correct Party as promptly as reasonably possible after Closing.

(f)As soon as reasonably practical after the Closing Date and subject to applicable Law, Clorox Parent shall deliver or cause to be delivered to Purchaser all material agreements, documents, books, records and files, including records and files stored on computer discs or tapes or any other storage medium but excluding e-mail correspondence (collectively, “Records”) in the possession of Clorox Parent relating exclusively to the operations of the Business (including the Financial Statements and all related accounting records); provided, however, that:

(i)Purchaser recognizes that certain Records may relate primarily to Clorox Parent or to Subsidiaries, divisions or assets of Clorox Parent other than the Business and that Clorox Parent may retain such Records and shall provide copies of the relevant portions thereof to Purchaser;

(ii)Clorox Parent may retain (and not provide copies of) all Records prepared in connection with the sale of the Business, including bids received from other parties and analyses relating to the Business; and

(iii)Clorox Parent may retain any combined, consolidated or unitary Tax Returns that include a Transferred Company and any Tax Returns of an Asset Transferring Company and Purchaser shall be provided with copies of such Tax Returns only to the extent that they relate to separate Tax Returns or Tax liability of any of the Transferred Companies or with respect to the Transferred Assets or the Business.

(g)Nothing contained herein shall be deemed by Clorox Parent or Purchaser to constitute an agreement of Purchaser or any of its Subsidiaries to assign or transfer any Transferred Assets to Purchaser in connection with the transactions contemplated hereby if an attempted assignment or transfer thereof without the consent of or notice to a third party thereto would constitute a breach or default thereof, cause or permit the acceleration or termination

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thereof unless such consent has been delivered and/or such notice has been properly made.  In the event that any Transferred Asset that would otherwise be or be deemed to have been assigned or transferred to Purchaser pursuant to Section 2.1 cannot be or could not have been deemed to have been assigned or transferred or a third party shall not provide or have provided its necessary consent to, or receive or have received its notice of, such assignment or transfer, at the Closing, and without any changes to the Purchase Price, Clorox Parent shall, and shall cause its Subsidiaries to, assign and transfer to Purchaser and its Subsidiaries, to the extent legally possible and without causing any of the consequences to assignment or transfer in the immediately preceding sentence to occur, all of their right and title to and interests in and to each such Transferred Asset and, where necessary or appropriate, Clorox Parent shall be deemed to be Purchaser’s duly appointed agent for the purpose of completing, fulfilling and discharging all of Purchaser’s rights and Liabilities arising after the Closing Date with respect to each such Transferred Asset.  In that event, Clorox Parent shall, and shall cause its Subsidiaries to, use its reasonable commercial efforts at Purchaser’s sole cost and expense:  (i) to provide Purchaser with the benefit in all material respects of each such Transferred Asset, including (A) enforcing any rights with respect to any such Transferred Asset (including the right to terminate in accordance with the terms thereof upon the request of Purchaser), and (B) permitting Purchaser to enforce any rights as if such Transferred Asset had been assigned or transferred to Purchaser, and (ii) to the extent Clorox Parent shall have failed to obtain the consent of all parties or to deliver notice to all parties prior to the Closing with respect to such Transferred Asset necessary to permit the assignment or transfer to Purchaser or its Subsidiaries of each such Transferred Asset without causing any of the consequences to assignment in the first sentence of this Section 5.12(g) to occur, when all such consents shall have been obtained or notices have been delivered, to assign and transfer such Transferred Asset to Purchaser or its Subsidiaries.  Clorox Parent shall be entitled to retain from or set-off against amounts due to, or otherwise charge and collect from, Purchaser all reasonable incremental costs associated with the retention, maintenance and enforcement of rights of any Transferred Asset and all Liabilities arising thereunder to the extent related to the ownership, use or operation thereof from and after the Closing Date contemplated by this Section 5.12(g) (“Maintenance Costs”), and Purchaser will indemnify Clorox Parent and its Subsidiaries for any Losses resulting from or arising out of any such activities.

Section 5.13Confidentiality.

(a)For the avoidance of doubt, as set forth in Section 9.6, the Parties acknowledge and agree that, up to the Closing, any information provided or exchanged in connection with this Agreement and/or the negotiation of the Contemplated Transactions shall be governed by the Confidentiality Agreement.

(b)[Reserved]

(c)From and for a period of two years after the Closing Date, Purchaser and Clorox Parent shall, and shall cause their Affiliates to, (i) treat and hold as confidential any proprietary information provided or exchanged in connection with this Agreement and/or the negotiation of the Contemplated Transactions relating to both the Business and any other business or activities of Clorox Parent and/or any of its Affiliates (the “Shared Confidential Information”), and (ii) refrain from using and disclosing the Shared Confidential Information

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except to the extent in connection with its obligations under this Agreement or to the extent reasonably necessary to operate their respective businesses (which disclosures shall be subject to reasonably appropriate restrictions on further use and disclosure).  Shared Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by a Party or any of its Affiliates, (b) is or becomes available to a Party or any of its Affiliates on a non-confidential basis from a source other than the other Party and its Affiliates, provided that such Party or its Affiliate (as applicable) is not aware that such source is bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of, confidentiality to the other Party or any of its Affiliates, or (c) is independently developed by a Party or any of its Affiliates without use of any Shared Confidential Information or violation of any obligation hereunder, as evidenced by such Party’s or its Affiliates’ (as applicable) contemporaneous written records.

(d)From and for a period of two years after the Closing Date, Clorox Parent shall, and shall cause its Affiliates to, (i) treat and hold as confidential any proprietary or confidential information relating to the Business (the “Business Confidential Information”) and (ii) refrain from using and disclosing the Business Confidential Information except to the extent in connection with its obligations under this Agreement.  Business Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by Clorox Parent or any of its Affiliates, (b) is or becomes available to Clorox Parent or any of its Affiliates on a non-confidential basis from a source other than the Purchaser or any of its Affiliates, provided that Clorox Parent or its Affiliate (as applicable) is not aware that such source is bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of, confidentiality to the Purchaser or any of its Affiliates, or (c) is independently developed by Clorox Parent or any of its Affiliates without use of any Business Confidential Information or violation of any obligation hereunder, as evidenced by Clorox Parent’s or its Affiliates’ (as applicable) contemporaneous written records.

(e)Notwithstanding the foregoing, each Party may disclose the terms and conditions of any Transaction Agreement, or the confidential information referred to in paragraph (b), (c) or (d) above:  (i) to the extent permitted with the other Party’s prior written consent; (ii) to the extent such disclosure is reasonably determined by such Party to be required by applicable Law, regulation, legal process or stock exchange regulation (including any public filing requirements under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), in which case the disclosing Party shall give the other Party to the extent practicable reasonable advance notice of any such required disclosure and the reasonable opportunity to consult with such Party in advance of the disclosure; (iii) to the extent reasonably necessary in connection with the enforcement of its rights or satisfaction of its obligations hereunder; or (iv) in confidence to legal counsel, accountants and their advisors.  Further, (x) either Party may disclose the terms and conditions of any Transaction Agreement, and/or the confidential information referred to in paragraph (c), in confidence to banks, financing sources and their advisors, and (y) Purchaser may disclose the confidential information referred to in paragraph (c) (1) in the ordinary course of business, (2) on a confidential basis to any purchaser of equity securities that are not registered for public sale, (3) in connection with a

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public offering of securities, (4) in connection with a sale of all or a portion of the Business or (5) for financial reporting purposes.

Section 5.14Non-Compete; Non-Solicitation.

(a)Non-Compete.  From the Closing Date until the second anniversary thereof, Clorox Parent shall not, and Clorox Parent shall cause its Subsidiaries to not, either directly or indirectly without the prior written consent of Purchaser, (i) engage in, (ii) own or control any interest in any Person (except as a passive investor of less than five percent (5%) of the capital stock or publicly traded notes or debentures of a publicly held company) that engages in, (iii) act as an officer, director, partner, member or joint venturer of any Person that engages in or (iv) lend credit or money for the purpose of establishing or operating any Person that engages in a Competing Activity anywhere in the world.  In addition, during such period, Clorox Parent shall not, and Clorox Parent shall cause its Subsidiaries to not, knowingly influence or attempt to influence any Person who is a contracting party or has a material business relationship with the Business as of the Closing Date to terminate or adversely change any relationship or existing Contract that relates to the Business.  The restrictions set forth in this Section 5.14(a) shall not apply to the acquisition of any Person that at the time of the acquisition is engaged a Competing Activity if the consolidated revenue attributable to such Competing Activity in the previous fiscal year constituted less than twenty percent of the consolidated annual revenue of such acquired Person (an “Incidental Business”).  In the event that such annual revenue attributable to such Competing Activity constitutes more than an Incidental Business, the business activities of such Competing Activity will nevertheless be excluded from the prohibitions set forth in this Section 5.14(a); provided that Clorox Parent sells or otherwise disposes of such Competing Activity within twelve months after the acquisition of such Person.

(b)Non-Solicitation.  From the Closing Date until the second anniversary thereof, Clorox Parent shall not, and Clorox Parent shall cause its Subsidiaries to not, solicit, knowingly encourage or induce, or attempt to encourage, solicit or induce any Transferring Employee to leave his/her employment (or terminate his/her relationship or devote less than full time efforts) with Purchaser or its Subsidiaries employing such Transferring Employee, as the case may be, for any reason, or hire any Transferring Employee; provided that this Section 5.14(b) shall not be deemed to prohibit Clorox Parent or any of its Subsidiaries from making general public solicitations for employment for any position.

Section 5.15Consent to Use Marks.  Purchaser, on behalf of itself and any Affiliate or other Person who may in the future acquire the Marks that are part of Transferred Assets, consents to Clorox Parents’ (and any of its Affiliates’) use of such Marks for non-source identifying purposes, including, by way of example, to describe and illustrate the historical relationship between Clorox Parent and the Transferred Companies and such Marks.  Purchaser further agrees to require any Person who may in the future acquire one or more of such Marks to so consent and to bind any subsequent acquirers.

Section 5.16Litigation Support.  For a period of two years following the Closing Date, Clorox Parent and Purchaser shall, and shall cause their respective Affiliates to, reasonably cooperate with each other in the defense or settlement of all lawsuits involving the Business for

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which they have responsibility under this Agreement by providing the other Party and such Party’s legal counsel and other designated Persons reasonable access to their respective books and records and other information related to the Business as such other Party may reasonably request, to the extent the same are maintained or under control of the requested Party.  The requesting Party shall reimburse the other party for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees) paid to third parties in performing its obligations under this Section 5.16.

Section 5.17Negotiation of Ancillary Agreements. Between the Effective Date and the Closing Date, Clorox Parent and Purchaser shall in good faith, and use their respective reasonable best efforts to, negotiate and finalize the Ancillary Agreements (as well as the Schedules and Exhibits pertaining thereto), in each case, substantially consistent with the forms attached hereto.

Section 5.18Financing.

(a)Subject to the terms and conditions of this Agreement (including Section 5.18(d) hereof), Purchaser shall, and shall cause its Subsidiaries to, use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper and advisable to consummate and obtain the Financing on the terms and conditions (including the flex provisions) described in the Financing Letters and any related Fee Letter, including using reasonable best efforts to seek to enforce (including through litigation) its rights under the Financing Letters in the event of a material breach by the counterparties thereto, and, without the consent of Clorox Parent (which shall not be unreasonably withheld or delayed), shall not permit any material amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Financing Letters or any related Fee Letter, if such amendment, modification or waiver (i) reduces the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount) from that contemplated in the Financing Letters, or (ii) imposes new or additional conditions or other terms or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing or other terms in a manner that would reasonably be expected to (x) delay or prevent the Closing Date, (y) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, or (z) adversely impact the ability of Purchaser to enforce its rights against the other parties to the Financing Letters or Fee Letter.  For purposes of clarification, the foregoing shall not prohibit Purchaser from amending the Debt Commitment Letter and any related Fee Letter to (i) add or replace lender(s) (and Affiliates of such additional lender(s)) as a party thereto or (ii) make such other changes that would not, taken as a whole, adversely impact the ability of Purchaser to consummate the transactions contemplated hereby.  Any reference in this Agreement to (A) “Financing” shall include the financing contemplated by the Financing Letters as amended or modified in compliance with this Section 5.18 and (B) “Financing Letters” or “Debt Commitment Letter” shall include such documents as amended or modified in compliance with this Section 5.18(a).  Purchaser’s obligations under this Section 5.18 shall include Purchaser’s reasonable best efforts to consummate a senior notes offering using the items listed in Section 5.19(a)(iv)(A)(I), Section 5.19(a)(iv)(A)(II), and Section 5.19(a)(iv)(B) (as it applies to (Section 5.19(a)(iv)(A)(I) and Section 5.19(a)(iv)(A)(II)).

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(b)Subject to the terms and conditions of this Agreement (including Section 5.18(d) hereof), Purchaser shall, and shall cause its Subsidiaries to, use reasonable best efforts to (i) maintain in effect the Debt Financing Letters in accordance with the terms and subject to the conditions thereof, (ii) negotiate and enter into all definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions (including the flex provisions) contained in the Debt Commitment Letter and any related Fee Letter, (iii) satisfy all conditions to such definitive agreements that are applicable to Purchaser that are within its control (including by consummating the Financing contemplated by the Equity Commitment Letter) and consummate the Financing at or prior to the Closing, and (iv) comply with its obligations under the Financing Letters and any related Fee Letter.  Without limiting the generality of the foregoing, Purchaser shall keep Clorox Parent reasonably informed on a timely basis and in reasonable detail of the status of its efforts to arrange and consummate the Financing, including if for any reason Purchaser has concluded in good faith that it will not be able to obtain any part of the Financing on the terms contemplated in the Financing Letters, and shall give Clorox Parent prompt notice (x) of any breach or default by any party to any Financing Letters or definitive document related to the Financing of which Purchaser become aware and (y) of the receipt by Purchaser of any notice or other communication from any Financing source with respect to any (A) breach, default, termination or repudiation by any party to any Financing Letters or any definitive document related to the Financing of any provisions of the Financing Letters or any definitive document related to the Financing or (B) material dispute or disagreement between or among any parties to any Financing Letters or any definitive document related to the Financing.  As soon as reasonably practicable, but in any event within two Business Days of the date Clorox Parent delivers Purchaser a written request, Purchaser shall provide any information reasonably requested by Clorox Parent relating to any circumstance referred to in clause (x) or (y) of the immediately preceding sentence.

(c)Subject to the terms and conditions of this Agreement (including Section 5.18(d) hereof), if any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Purchaser shall, and shall cause its Subsidiaries to, use reasonable best efforts to promptly obtain alternative financing from alternative sources on terms and conditions that are not (a) outside of, or less favorable than each of the individual terms set forth in the flex provisions applicable to the Debt Commitment Letter or (b) otherwise materially less favorable, in the aggregate, to Purchaser than those contained in the Debt Commitment Letter and any related Fee Letter, and in an amount at least equal to the Debt Financing or such unavailable portion thereof, as the case may be (the “Alternate Debt Financing”), and to obtain a new financing commitment letter with respect to such Alternate Debt Financing (the “New Debt Commitment Letter”) which shall replace the existing Debt Commitment Letter, a true, complete and correct copy of which (together with any related fee letter) shall be promptly provided to Clorox Parent; provided that Purchaser shall not be required to execute any New Debt Commitment Letter or arrange for such Alternate Debt Financing on terms and conditions (unless otherwise determined by Purchaser) (x) outside of, or less favorable than, each of the individual terms set forth in the flex provisions applicable to the Debt Commitment Letter that such New Debt Commitment Letter is replacing and (y) with respect to any other terms, which are materially less favorable, in the aggregate, to Purchaser than those included in the Debt Commitment Letter that such New Debt Commitment Letter is replacing.

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In the event any New Debt Commitment Letter is obtained, (i) any reference in this Agreement to the “Financing” or the “Debt Financing” shall mean the debt financing contemplated by the Debt Commitment Letters as modified pursuant to clause (ii) below, (ii) any reference in this Agreement to the “Financing Letters” or the “Debt Commitment Letter” shall be deemed to include the Debt Commitment Letters that are not superseded by a New Debt Commitment Letter at the time in question and the New Debt Commitment Letters to the extent then in effect and (iii) any reference in this Agreement to “Fee Letter” shall be deemed to include any fee letter relating to the Debt Commitment Letters that are not superseded by a New Debt Commitment Letter at the time in question and the New Debt Commitment Letters to the extent then in effect.

(d)Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.18 shall require, and in no event shall reasonable best efforts of Purchaser be deemed or construed to require, Purchaser to (i) seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the Equity Financing Letter, (ii) incur the Debt Financing on terms materially less favorable, in the aggregate, to Purchaser than those contained in the Debt Commitment Letter and any related Fee Letter or outside of, or less favorable than, each individual term set forth in the flex provisions contained in the Debt Commitment Letter and any related Fee Letter or (iii) pay any fees in excess of those contemplated by the Financing Letters (whether to secure waiver of any conditions contained therein or otherwise).

(e)Purchaser shall promptly, upon request by Clorox Parent, and whether or not the Closing occurs, reimburse Clorox Parent for all of its documented reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Clorox Parent or any of its Subsidiaries in connection with the cooperation of Clorox Parent and its Subsidiaries contemplated by Section 5.19; provided, that the amount reimbursed by Purchaser shall not exceed $1,250,000 without first obtaining Purchaser’s prior written consent, which shall not be unreasonably withheld; provided, further that any fees and expenses to accountants shall only be reimbursable to the extent such fees and expenses are payable to Ernst & Young.

(f)If all conditions set forth in Section 6.1 and Section 6.2 have been fulfilled  (excluding the conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) and the Closing is otherwise scheduled to occur pursuant to Section 2.3, Purchaser shall, and shall cause its Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate, or cause to be consummated, and shall use, or cause to be used, the proceeds of the senior bridge facility contemplated in the Debt Commitment Letter (or any Alternate Debt Financing) to the extent available pursuant to the Debt Commitment Letter to the extent that the Financing through the issuance of senior notes contemplated in the Debt Commitment Letter (or any Alternate Debt Financing) is not available or not sufficient to consummate the Contemplated Transactions.  Notwithstanding anything to the contrary in this Agreement, and without regard to the interest rate and cost of the Debt Financing, and, for the avoidance of doubt, regardless of whether or not commercially reasonable, if all of the conditions set forth in Section 6.1 and Section 6.2 have been fulfilled (excluding the conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) and the Closing is otherwise scheduled

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to occur pursuant to Section 2.3, but subject to the satisfaction or waiver of such conditions at the Closing), then Purchaser shall consummate, or cause to be consummated, and shall use, or cause to be used, the proceeds of the senior bridge facility to the extent available pursuant to the Debt Commitment Letter to the extent necessary to consummate the Contemplated Transactions.  Notwithstanding anything to the contrary contained in this Agreement, Purchaser agrees that availability of all or any portion of the Financing at the Closing shall not be a condition to Purchaser’s obligation to consummate the Contemplated Transactions so long as the conditions set forth in Section 6.1 and Section 6.2 have been fulfilled (excluding the conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) and the Closing is otherwise scheduled to occur pursuant to Section 2.3.

Section 5.19Financing Cooperation.

(a)Prior to the Closing Date, Clorox Parent shall, and shall cause each of its Subsidiaries to, and shall use its commercially reasonable efforts to cause the officers, employees, representatives and advisors of Clorox Parent and each of its Subsidiaries to, provide to Purchaser such cooperation reasonably requested by Purchaser to assist Purchaser in causing the conditions in the Debt Financing Letters to be satisfied and such cooperation as is reasonably requested by Purchaser in connection with the Debt Financing and the Debt Payoff (for the avoidance of doubt, any references to Debt Financing or Financing in this Section 5.19 shall include the issuance of senior notes (which may be secured) contemplated by the Debt Commitment Letter), including cooperation that consists of:

(i)having the management team of the Business to participate in a customary and reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies;

(ii)using commercially reasonable efforts to assist with the preparation of a customary rating agency presentation, bank information memoranda and bank syndication materials (and providing reasonable and customary authorization letters to the financing sources authorizing the distribution of information to prospective lenders and containing customary information), and high-yield offering prospectuses or memoranda required in connection with the Financing, including making available employees of the Business and members of the finance department or other employees of Clorox Parent and its Subsidiaries to assist Purchaser in Purchaser’s preparation of any required financial information (including pro forma financial information) or projections; provided, that any such bank information memoranda or high-yield offering prospectuses or memoranda shall contain disclosure and pro forma financial statements reflecting Purchaser and/or its Subsidiaries as the obligor;

(iii)with respect to the Transferred Companies, executing and delivering any pledge and security documents and intercreditor agreements, guarantees, indentures, currency or interest hedging arrangements, other definitive financing documents,

(iv)furnishing Purchaser and its Financing sources as promptly as practicable with (A) (I) audited consolidated balance sheets and related statements of income,

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stockholders’ equity and cash flows of the Business, for the three most recently completed fiscal years ended at least 90 days before the Closing Date, (II) unaudited consolidated balance sheets and related statements of income and cash flows of the Business for each fiscal quarter ended during Clorox Parent’s 2010 fiscal year, which shall have been reviewed by the Business’s independent accountants as provided in SAS 100, and (III) unaudited consolidated balance sheets and related statements of income and cash flows of the Business for each fiscal quarter ended after the close of its most recent fiscal year and at least 45 days prior to the closing date (provided that if the Closing occurs prior to Clorox Parent having furnished such financial statements to Purchaser, Clorox Parent will furnish such financial statements to Purchaser as promptly as practicable thereafter, but in any event within the later of (i) ten (10) Business Days after the Closing Date and (ii) thirty calendar days after the end of Clorox Parent’s most recently completed fiscal year), in case of (I),  (II) and (III) in form and substance required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a registered public offering of non-convertible debt securities of the Purchaser, to the extent the same is of the type and form customarily included in an offering memorandum, private placement memoranda, prospectuses and similar documents to issue and sell notes in a public offering or private placement under Rule 144A promulgated under the Securities Act or other private placement, (B) a reasonably detailed listing of the corporate cost allocations for the Business for each of the periods referred to in (A) above, (C) an electronic version of the trademarks, service marks and corporate logo of the Business for use in marketing materials for the purpose of facilitating the syndication of the Debt Financing, and (D) the authorization letters referred to in Section 5.19(a)(ii) (all such information in this clause (v), the “Required Information”);

(v)except as otherwise set forth in Section 5.19(a)(iv) above, using commercially reasonable efforts to furnish Purchaser and its Financing sources as promptly as practicable with all financial statements, pro forma financial information, financial data, audit reports and other information regarding the Business of the type that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a registered public offering of non-convertible debt securities of the Purchaser (including for Purchaser’s preparation of pro forma financial statements), to the extent the same is of the type and form customarily included in an offering memorandum, private placement memoranda, prospectuses and similar documents to issue and sell notes in a public offering or private placement under Rule 144A promulgated under the Securities Act or other private placement, or otherwise necessary to receive from the Business’s independent accountants customary “comfort” (including “negative assurance” comfort) with respect to the financial information to be included in such offering memorandum and which, with respect to any interim financial statements, shall have been reviewed by the Business’s independent accountants as provided in SAS 100;

(vi)using commercially reasonable efforts to cooperate with Purchaser and Purchaser’s efforts to obtain customary and reasonable accountants’ comfort letters no later than the first day of the Marketing Period, corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys, appraisals, and title insurance (including providing reasonable access to Purchaser and its representatives to all Fee Properties and Leased Properties), to the extent reasonably required by the prospective Lenders;

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(vii)using commercially reasonable efforts to take all actions reasonably necessary to (x) permit the prospective Lenders to evaluate the Business’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of preparing bank memoranda and offering documents and establishing collateral arrangements to the extent customary and reasonable and (y) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing;

(viii)requesting customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness to be extinguished on the Closing Date (the “Debt Payoff”); and

(ix)with respect to the Transferred Companies only, entering into one or more credit or other agreements or indentures on terms satisfactory to Purchaser in connection with the Debt Financing immediately prior to the Effective Time to the extent direct borrowings or debt incurrences by a Transferred Company are contemplated by the Debt Commitment Letter;

provided that notwithstanding anything to the contrary in this Agreement, (v) nothing herein shall require such cooperation to the extent it would require Clorox Parent to waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses for which it has not received prior reimbursement by or on behalf of Purchaser, or incur any Liability or give any indemnities other than as set forth in this Agreement, (w) nothing herein shall require such cooperation from Clorox Parent or its Subsidiaries to the extent it would unreasonably interfere with the ongoing operations of Clorox Parent and its Subsidiaries (including without limitation, the timely filing of disclosures pursuant to applicable securities laws and the announcement of earnings), or require Clorox Parent or any of its Subsidiaries to take any action that will conflict with or violate their respective organizational documents or any Laws or result in the contravention of or could reasonably be expected to result in a violation or breach of any Contract to which Clorox Parent or any of its Subsidiaries is a party or otherwise bound, (x) neither Clorox Parent nor any of its Subsidiaries nor any of their respective Representatives shall incur any Liability relating to the Debt Financing (other than Liabilities of the Transferred Companies after the Closing Date), (y) no obligation of Clorox Parent or its Subsidiaries or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Debt Financing shall be effective until the Closing Date, and (z) any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt Financing (1) shall not be issued by Clorox Parent or any of its Subsidiaries, (2) shall contain disclosure and pro forma financial statements reflecting the Purchaser and/or its Subsidiaries as the obligor, and (3) shall expressly disclaim any representation, warranty or Liability of Clorox Parent, its Subsidiaries or their Representatives (other than the Transferred Companies post-Closing) to the recipients thereof and the ultimate Lenders.

(b)Clorox Parent, its Affiliates and their respective officers, advisors and representatives shall be indemnified and held harmless by Purchaser for and against any and all Losses suffered or incurred by them in connection with the arrangement of the Debt Financing, the Debt Payoff, and/or the provision of information utilized in connection therewith to the fullest extent permitted by applicable law, except to the extent such Losses were caused by the

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gross negligence or willful misconduct of Clorox Parent, its Affiliates or their respective officers, advisors and representatives or by breach of this Agreement by Clorox Parent, and to the full extent such indemnification is not available Clorox Parent’s contribution shall be limited to its relative fault arising from any gross negligence or willful misconduct or breach of this Agreement by Clorox Parent, its Affiliates or their respective Representatives, and Purchaser shall reimburse Clorox for any Losses incurred in excess of such amount.

(c)Clorox Parent hereby consents to the use the trademarks, service marks and corporate logos of the Business in connection with the Financing; provided that such trademarks, service marks and corporate logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Clorox Parent or any of its Subsidiaries or the reputation or goodwill of Clorox Parent or any of its Subsidiaries.

(d)All non-public or other confidential information provided by Clorox Parent or any of its officers, employees, representatives or advisors pursuant to this Agreement shall be kept confidential in a customary manner for syndicated financings; provided that, notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Purchaser shall be permitted to disclose such information to potential sources of capital, rating agencies, prospective lenders and investors and their respective officers, employees, representatives and advisors in connection with the Financing so long as such Persons agree to be bound by the Confidentiality Agreement or other customary confidentiality undertaking reasonably satisfactory to Clorox Parent and of which Clorox Parent shall be a beneficiary.

ARTICLE VI
CONDITIONS TO CLOSING

Section 6.1Conditions to Obligations of Each Party.  The respective obligations of each Party to consummate the Contemplated Transactions shall be subject to the fulfillment on or before the Closing Date of the following conditions:

(a)Antitrust Approval.  The waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated.

(b)No Proceedings or Orders.  No proceeding shall have been commenced by any Governmental Authority against any Party seeking to restrain the Contemplated Transactions, and there shall not be in effect any Law or Governmental Order directing that the Contemplated Transactions not be consummated, preventing the consummation of the Contemplated Transactions or which has the effect of rendering it unlawful to consummate the Contemplated Transactions.

Section 6.2Additional Conditions to Obligations of Purchaser.  The obligations of Purchaser to consummate the Contemplated Transactions also shall be subject to the fulfillment on or before the Closing of each of the following conditions:

(a)Representations and Warranties.  (i) The representations and warranties of Clorox Parent contained in this Agreement (other than the representations and warranties

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contained in Section 3.2, Section 3.5 and Section 3.15(b), which are addressed in clause (ii) below) shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, except (A) those representations and warranties which address matters only as of a particular date, which shall remain true and correct as of such date, and be subject to the qualifications in clause (B) below; and (B) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect; and (ii) the representations and warranties contained in Section 3.2, Section 3.5 and Section 3.15(b) shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date.

(b)Agreements and Covenants.  Clorox Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c)Absence of Material Adverse Effect.  Since June 30, 2010, there shall not have occurred a Business Material Adverse Effect.

(d)Deliveries.  Clorox Parent shall have delivered to Purchaser the items set forth in Section 2.4.

Section 6.3Additional Conditions to Obligations of Clorox Parent.  The obligations of Clorox Parent to consummate the Contemplated Transactions also shall be subject to the fulfillment on or before the Closing of each of the following conditions:

(a)Representations and Warranties.  The representations and warranties of Purchaser contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, except (i) those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of such date) and (ii) where the failure of such representatives and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein) would not reasonably be expected to interfere with Purchaser’s ability to consummate the Contemplated Transaction.

(b)Agreements and Covenants.  Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c)Deliveries.  Purchaser shall have delivered to Clorox Parent the items set forth in Section 2.5.

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ARTICLE VII
TERMINATION

Section 7.1Termination.

(a)This Agreement may be terminated at any time prior to the Closing:

(i)by the mutual written consent of Clorox Parent and Purchaser;

(ii)upon ten Business Days’ prior written notice, by either Clorox Parent, on the one hand, or Purchaser, on the other hand, if the Closing shall not have occurred by January 31, 2011 (the “Outside Date”); provided that the right to terminate this Agreement under this Section 7.1(a)(ii) shall not be available to any Party that is in material breach of or default under this Agreement or whose failure to fulfill any obligation under this Agreement shall have been the principal cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

(iii)upon five Business Days’ prior written notice, by either Clorox Parent, on the one hand, or Purchaser, on the other hand, in the event that any Governmental Authority shall have issued an order, decree or ruling restraining, enjoining or otherwise prohibiting the Contemplated Transactions and such order, decree or ruling shall have become final and non-appealable;

(iv)by Purchaser, if Clorox Parent breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach (i) would give rise to the failure of a condition set forth in Section 6.2(a) or 6.2(b) and (ii) has not been cured, if curable, by Clorox Parent within twenty Business Days after Clorox Parent’s receipt of written notice of such breach from Purchaser; or

(v)by Clorox Parent, if Purchaser breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach (i) would give rise to the failure of a condition set forth in Section 6.3(a) or 6.3(b) and (ii) has not been cured, if curable, by Purchaser within twenty Business Days after Purchaser’s receipt of written notice of such breach from Clorox Parent.

Section 7.2Effect of Termination.

(a)In the event of termination of this Agreement as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability on the part of any Party except that (a) this Article VII, Article VIII and Article IX shall survive any such termination and (b) nothing herein shall be deemed to release any Party from any liability for any willful and material breach by such Party of the terms and provisions of this Agreement.

(b)In the event of any termination pursuant to Section 7.1:

(i)Purchaser shall return, and shall cause its Affiliates and Representatives to return, to Clorox Parent all documents and other material received from Clorox Parent or any of its Subsidiaries or any of their respective Representatives relating to the Contemplated Transactions, whether so obtained before or after the execution of this Agreement; and

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(ii)all confidential information received by Purchaser, its Affiliates and their respective Representatives shall be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement.

ARTICLE VIII
INDEMNIFICATION

Section 8.1Survival of Representations and Warranties.  The representations and warranties contained in this Agreement shall survive the Closing solely for the purposes of this Article VIII, and such representations and warranties shall terminate on the date that is six months after the Closing Date; provided, however, that the representations and warranties contained in Sections 3.1 (Organization, Good Standing and Qualification), 3.2 (Authorization; Enforceability), 3.5 (Capitalization and Voting Rights), Section 3.19 (Tax Returns, Payments and Elections) and Section 3.26 (Brokers) (collectively, the “Excluded Representations”) shall survive the Closing until 30 days after the expiration of the applicable statute of limitations period.  Neither Purchaser nor Clorox Parent nor their respective Affiliates shall have any liability whatsoever with respect to any such representations and warranties after such termination dates.  The covenants and agreements (other than the representations and warranties) contained in this Agreement shall survive the Closing and shall continue until all obligations with respect thereto shall have been performed or satisfied or shall have been terminated in accordance with their terms.  Any representation or warranty that would otherwise terminate shall continue to survive for any Losses with respect to which notice is given pursuant to this Agreement prior to the end of the applicable survival period set forth in this Section 8.1, until the matter is finally resolved.

Section 8.2Indemnification.

(a)Subject to Section 8.5, after the Closing, Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns shall be indemnified and held harmless by Clorox Parent for any and all liabilities, damages, debts, obligations, claims, costs or expenses, interest, awards, judgments, orders, fines and penalties (including reasonable attorneys’ fees and expenses related thereto) actually suffered or incurred by them (each, a “Loss” and, collectively, “Losses”), to the extent such Losses result from:

(i)the breach of any representation or warranty made by Clorox Parent or any other Transferring Company, as the case may be, contained in this Agreement, the Asset and Liability Transfer Agreements or the Equity Transfer Agreements (other than any breach of a representation set forth in Section 3.19 (Tax Returns, Payments and Elections), to which Section 8.3 applies), when made or as of the Closing Date (or with respect to representations and warranties made as of a specific date, as of such specified date) as if such representation or warranty were made again at the Closing Date (or at such other specified date), without regard to any qualification as to materiality, Material Adverse Effect or words of similar import included therein;

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(ii)the breach of any covenant or agreement by Clorox Parent or any other Transferring Company, as the case may be, contained in this Agreement, the Asset and Liability Transfer Agreements or the Equity Transfer Agreements; or

(iii)any Retained Liabilities or Retained Assets (other than Pre-Closing Taxes, to which Section 8.3 applies).

(b)Subject to Section 8.5, after the Closing, Clorox Parent or any of its Affiliates, as the case may be, and any of their officers, directors, employees, agents, successors and assigns shall be indemnified and held harmless by Purchaser for any and all Losses (other than any Losses resulting from a breach by any Transferring Company of any representation, warranty, covenant or agreement contained in this Agreement, the Asset and Liability Transfer Agreements or the Equity Transfer Agreements) to the extent such Losses result from:

(i)the breach of any representation or warranty made by Purchaser or any Affiliate thereof, as the case may be, contained in this Agreement, the Asset and Liability Transfer Agreements or the Equity Transfer Agreements;

(ii)the breach of any covenant or agreement by Purchaser or any Affiliate thereof, as the case may be, contained in this Agreement, the Asset and Liability Transfer Agreements or the Equity Transfer Agreements;

(iii)any Transferred Liabilities or Transferred Assets; or

(iv)claims related to the operation of the Business after the Closing made against Clorox Parent and its Subsidiaries; and

(v)the operation of the Business after the Closing.

(c)Any Party seeking indemnification under this Section 8.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that failure to give such notice shall not relieve the Indemnifying Party from liability hereunder except to the extent such failure results in actual and material prejudice to the Indemnifying Party; provided, further, that the immediately foregoing provision shall not apply to the matters covered in Schedule 2.2(d)(v) or any notice delivered with respect to a representation or warranty that is delivered after the applicable survival period in Section 8.1(a).

(d)The Liabilities of an Indemnifying Party under this Section 8.2, with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Section 8.2 (“Third Party Claims”), shall be governed by and contingent upon the following additional terms and conditions:  if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such

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Third Party Claim within ten calendar days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 8.2, except to the extent the Indemnifying Party is actually and materially prejudiced by such failure.  The Indemnifying Party shall be entitled, but not obligated, to assume and control the defense of such Third Party Claim at its expense if it gives notice of its intention to do so to the Indemnified Party within thirty calendar days of the receipt of such notice from the Indemnified Party; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, as is reasonably acceptable to Indemnifying Party, at the expense of the Indemnified Party; provided, further, that the Indemnifying Party shall only be entitled to assume and control the defense of such Third Party Claim if such Third Party Claim involves Losses that are less than the Cap (as reduced for any prior claim for Losses pursuant to Section 8.2(a)).  If the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party.  Similarly, if the Indemnified Party, directly or indirectly, is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such witnesses, pertinent records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party.  Neither the Indemnifying Party nor the Indemnified Party shall settle or compromise any Third Party Claim or consent to the entry of any judgment without the written consent of the other Party unless the other Party is given an unconditional written release by the claimant or plaintiff from all liability in respect of such Third Party Claim.  No Third Party Claim which is being defended in good faith by the Indemnifying Party in accordance with the terms of this Agreement shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party.

(e)Notwithstanding Section 8.2(d), Schedule 8.2(e) shall govern with respect to the matters described therein.

(f)Sections 8.2(a)(i) and 8.2(b)(i) shall not apply with respect to any Losses arising out of (and no indemnification hereunder shall be available with respect to) any breach of representation and warranty that has terminated as provided in Section 8.1.

Section 8.3Indemnification for Taxes; Defense of Tax Claims.

(a)Clorox Parent and its Affiliates shall indemnify and hold harmless Purchaser and its Affiliates and indemnify and hold harmless their respective officers, directors, employees, agents, successors and assigns from any and all Losses arising out of or resulting from (i) any liability, obligation or commitment, whether or not accrued, assessed or currently due and payable, for any Pre-Closing Taxes and, and (ii) any breach of a representation set forth in Section 3.19 (Tax Returns, Payments and Elections).

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(b)Notwithstanding the foregoing terms of Section 8.2 to the contrary, in the event that any Governmental Authority informs Clorox Parent or any of its Affiliates, on the one hand, or Purchaser or any of its Affiliates, on the other hand, of any notice of a proposed audit or another dispute concerning an amount of Taxes with respect to which the other Party may incur Liability hereunder, the Party so informed shall promptly (and in any case within ten days) notify the other Party of such matter, by facsimile or e-mail, confirmed by regular, first-class mail.  Such notice shall contain factual information (to the extent known) describing any asserted Tax Liability in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Governmental Authority with respect to such matter.  If an Indemnified Party has knowledge of an asserted Tax liability with respect to a matter for which it may be indemnified hereunder and such party fails to provide the Indemnifying Party with prompt notice of such asserted Tax liability, then (i) if the Indemnifying Party is entirely foreclosed from contesting the asserted Tax liability as a result of the failure to give prompt notice, the Indemnifying Party shall have no obligation to indemnify the Indemnified Party for Taxes or Losses arising out of such asserted Tax liability, and (ii) if the Indemnifying Party is not entirely foreclosed from contesting the asserted Tax liability, but such failure to provide prompt notice results in any Losses or any monetary detriment to the Indemnifying Party, then any amount which the Indemnifying Party is otherwise obligated to pay the Indemnified Party pursuant to this Agreement shall be reduced by the amount of such detriment.

(c)Clorox Parent shall control any audits, disputes, administrative, judicial or other proceedings related to Taxes of the Transferred Companies (“Tax Claims”) which relate to periods ending on or prior to the Closing Date.  Any Tax Claims (i) which relate to any Straddle Period or (ii) with respect to which Clorox Parent may reasonably be expected to indemnify Purchaser will be controlled by the Party that would bear the burden of the greater portion of the sum of any adjustment.  Purchaser shall control any other Tax Claims.  Subject to the preceding sentence, in the event that an adverse determination may result in each Party having a responsibility for any amount of Tax under this Article VIII or otherwise, each Party shall be entitled to fully participate in that portion of the proceeding relating to the Taxes for which it may incur liability hereunder.  Each Party shall, upon request, promptly provide to the other Party or its designated Affiliate powers of attorney or similar authorizations necessary to permit such other Party, its Affiliates and Representatives to carry out the purposes of this Section 8.3(c).  For purposes of this Section 8.3(c), the term “participate” shall include (i) participation in conferences, meetings or Proceedings with any Governmental Authority, the subject matter of which includes an item for which such Party may have liability hereunder, (ii) participation in appearances before any court or tribunal, the subject matter of which includes an item for which a Party may have liability hereunder, and (iii) with respect to matters described in the preceding clauses (i) and (ii), participation in the submission and determination of the content of the documentation, protests, memoranda of fact and law and briefs, and the conduct of oral arguments and presentations.

(d)Neither Purchaser nor Clorox Parent shall agree to settle any Tax Liability or compromise any claim with respect to Taxes which settlement or compromise may materially affect the liability for Taxes of the other party, without such other Party’s written consent, which consent shall not be unreasonably withheld or delayed.

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Section 8.4Tax Treatment.  Any payments under this Article VIII shall be treated by the Parties hereto for Federal, state and local income Tax purposes (whether foreign or domestic) as a purchase price adjustment, except to the extent that a contrary treatment is required by applicable Law.

Section 8.5Limits on Indemnification.

(a)No amount shall be payable by Clorox Parent pursuant to Section 8.2(a)(i), unless (i) the amount of Loss related to any individual item exceeds $100,000 (and such items shall not be aggregated for the purposes of clause (ii)); and (ii) the aggregate amount of Losses indemnifiable by Clorox Parent under Section 8.2(a)(i) exceeds an amount equal to $7,650,000 (and then only to the extent of such excess) (the “Deductible”); provided, that the limitations set forth in clauses (i) and (ii) shall not apply to claims based on fraud or the Excluded Representations;

(b)The maximum amount of aggregate indemnifiable Losses which may be recovered from Clorox Parent or its Affiliates pursuant to Section 8.2(a)(i) or (ii) (including the Asset and Liability Transfer Agreements and the Equity Transfer Agreements) shall be an amount equal to $38,250,000 (the “Indemnification Cap”); provided that the Indemnification Cap shall not apply to claims based on fraud or the Excluded Representations; and provided, further, that the aggregate liability of Clorox Parent with respect to claims based on Section 8.2(a)(iii) or the Excluded Representations (together with any and all other claims arising under this Article VIII, but excluding any claims arising under Section 8.3), shall be limited to an amount not to exceed the amount of the Purchase Price actually received by Clorox Parent.

(c)Notwithstanding anything to the contrary contained in this Agreement, neither Party shall be liable to the other Party for any indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement; provided, however, that the foregoing shall not be construed to preclude recovery by an Indemnified Party in respect of Losses directly incurred from Third Party Claims.  The Parties shall mitigate their damages and failure to so mitigate Losses shall reduce Losses otherwise recoverable from an Indemnifying Party to the extent attributable to such failure to mitigate.

(d)The amount of an Indemnifying Party’s liability under this Agreement shall be net of any applicable insurance proceeds (less any Taxes thereon) received by, and that would reduce the overall impact of the Losses upon, such Indemnified Party.

(e)To the extent curable, Clorox Parent shall have the opportunity to cure, for a period of thirty (30) days after receipt of a notice of breach from an Indemnified Party referenced in Section 8.2(a), any claim for indemnification based upon a breach of the representation contained in Section 3.15(b) by Clorox Parent making available to Purchaser any additional assets, rights or properties that should have been conveyed pursuant to this Agreement but were not, or providing additional services to Purchaser as required to fulfill the representation set forth in Section 3.15(b).  If Clorox Parent fails to cure such breach of Section 3.15(b) in the cure period set forth in the preceding sentence or if such breach is not curable, any of the

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Indemnified Parties referenced in Section 8.2(a) shall have a claim for Losses under Section 8.2(a)(i).

Section 8.6Indemnification as Exclusive Remedy; Specific Performance.

(a)Subject to the limitations set forth in this Article VIII, (i) the indemnification provided in Section 8.2(a) shall be Purchaser’s and its Affiliates’ exclusive remedy for any claims after the Closing arising under this Agreement, the Asset and Liability Transfer Agreements or the Equity Transfer Agreements, and (ii) the indemnification provided in Section 8.2(b) shall be Clorox Parent’s and its Affiliates exclusive remedy for any claims arising after the Closing under this Agreement, the Asset and Liability Transfer Agreements or the Equity Transfer Agreements. Notwithstanding the preceding sentence, each of the Parties acknowledges and agrees that the other Party would be damaged irreparably if any of the provisions of this Agreement, the Asset and Liability Transfer Agreements and the Equity Transfer Agreements are not performed in accordance with their specific terms or are otherwise breached.  Accordingly, each of the Parties hereto agrees that, subject to Section 8.6(b) and Section 8.6(c) below, the other Party hereto shall be entitled to an injunction to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof (including the indemnification provisions hereof and any obligation to consummate the Contemplated Transactions) exclusively in courts of the State of New York, County of Manhattan, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, in addition to any other remedy to which they may be entitled at Law or in equity, and this right shall include the right of Clorox Parent to cause the Purchaser to fully enforce the terms of the Equity Financing Letter against the Guarantors to the fullest extent permissible pursuant to the Equity Financing Letter and applicable Laws and to thereafter cause the Contemplated Transactions to be consummated on the terms and subject to the conditions thereto set forth in this Agreement.  Each of the Parties hereby waives (i) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.  If any Party brings any action to enforce specifically the performance of the terms and provisions hereof by any other Party or in accordance with Section 8.6(c), the Outside Date shall automatically be extended by (x) the amount of time during which such action is pending, plus twenty (20) Business Days or (y) such other time period established by the New York or federal court presiding over such action.

(b)Clorox Parent hereby agrees that, prior to the Closing, Clorox Parent shall use reasonable best efforts to seek specific performance as its initial remedy with respect to breaches by Purchaser or any other Person or otherwise in connection with this Agreement or the transactions contemplated hereby and, except as provided in Section 8.6(c) below, that prior to the Closing, Clorox Parent may not seek or accept any other form of relief that may be available for breach under this Agreement, the Equity Financing Letter or the Limited Guarantee or otherwise in connection with this Agreement or the transactions contemplated hereby (including monetary damages).

(c)If (i) the New York or federal court presiding over such action declines to specifically enforce the obligations of Purchaser under this Agreement, including to consummate

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the Contemplated Transactions, pursuant to a claim for specific performance brought against Purchaser pursuant to Section 8.6(b), or (ii) notwithstanding any grant of specific performance, Clorox Parent has, after using reasonable best efforts, been unable to secure the performance of Purchaser’s obligations, including the consummation of the Contemplated Transactions, within fifteen calendar days after such grant of specific performance, whether due to the unavailability of any part of the Financing, the refusal of any Person to comply with a court order, or otherwise, Clorox Parent shall solely pursue a claim for monetary damages against the Guarantors under, and subject to the terms of, the Limited Guaranty.  If such a court has granted an award of damages for an alleged breach against Purchaser, Clorox Parent shall solely be entitled to enforce such award against the Guarantors under the Limited Guaranty and accept damages for such alleged breach, subject only to the Liability Cap and the other terms and conditions of the Limited Guaranty.

ARTICLE IX
MISCELLANEOUS

Section 9.1Entire Agreement.  This Agreement (including the Schedules and Exhibits hereto), the Ancillary Agreements and the Confidentiality Agreement and the documents referred to herein and therein constitute the entire agreement among the Parties with respect to the subject matter hereof, and no Party shall be liable or bound to any other Party in any manner by any warranties, representations or covenants, except as specifically set forth herein or therein.

Section 9.2Governing Law; Jurisdiction.  This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York (including Section 5-1401 of the General Obligations Law), without regard to the conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction.  Any action, hearing, suit or proceeding arising out of or relating to this Agreement or any transaction contemplated by this Agreement (including the Financing) must be brought exclusively in the courts of the State of New York, County of Manhattan, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York.  Each Party irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum.  The Parties agree that any or all of them may file a copy of this Section 9.2 with any court as written evidence of the knowing, voluntary and bargained agreement between the Parties to irrevocably waive any objections to venue or to convenience of forum.

Section 9.3Waiver of Right to Jury Trial.  PURCHASER AND CLOROX PARENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 9.4Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be delivered by hand, mailed by registered or certified mail (return receipt requested), deposited with a reputable, established overnight courier service for delivery to the intended addressee against receipt, or sent by telecopy (confirmed by regular,

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first-class mail) to Clorox Parent and Purchaser at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and shall be deemed given on the date on which such notice is received:

if to Clorox Parent:	The Clorox Company
	1221 Broadway
	Oakland, CA 94612
	Attention: Chief Financial Officer
	Fax: (510) 832-1463
with a copy to:	The Clorox Company
	1221 Broadway
	Oakland, CA 94612
	Attention: General Counsel
	Fax: (510) 832-1463
with a copy (which shall not
constitute notice) to:	Robert S. Townsend, Esq.
	Morrison & Foerster LLP
	425 Market Street
	San Francisco, CA 94105
	Fax: 415-268-7522
if to Purchaser:	c/o Avista Capital Partners
	65 East 55th Street
	18th Floor
	New York, NY 10022
	Attention: David Burgstahler and Ben Silbert
	Fax: (212) 593-6901
with a copy (which shall not
constitute notice) to:	Kirkland and Ellis LLP
	601 Lexington Avenue
	New York, NY 10022
	Attention: Kirk A. Radke and Joshua Kogan
	Fax: (212) 446-6460

Section 9.5Successors and Assigns.

(a)Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties.  Notwithstanding the previous sentence, and except as otherwise provided in this Section 9.5, neither the rights nor the obligations under this Agreement shall be assigned or delegated by operation of Law or otherwise, and any attempted assignment or delegation in violation of this provision shall be null and void.

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(b)Either Party shall have the right to assign this Agreement and all or any part of such Party’s rights, interests or obligations hereunder to any Affiliate of such Party, and Purchaser shall have the right to assign this Agreement and all or any of Purchaser’s rights, interest or obligations hereunder to its financing sources for collateral purposes; provided that such Party shall not be relieved of its obligations under this Agreement.

(c)Clorox Parent may assign this Agreement in connection with a merger or reorganization of Clorox Parent with or into another Person or the acquisition by such Person of all or substantially all of the outstanding capital stock or assets of Clorox Parent; provided that no such assignment shall relieve Clorox Parent (or its successor in the case of a merger) of any of its obligations or liabilities hereunder.

(d)Any attempted or purported assignment of this Agreement which does not comply with this Section 9.5 shall be null and void, have no force or effect, and confer no rights upon any third parties.  Subject to compliance with the provisions of this Section 9.5, the provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns and transferees.

Section 9.6Confidentiality.  This Agreement is not intended to supersede or replace the Confidentiality Agreement.  The Confidentiality Agreement will survive the execution and delivery of this Agreement and remain in full force and effect in accordance with its terms until the Closing.  Until the Closing, Purchaser will continue to be obligated to perform and comply with its obligations under the Confidentiality Agreement.

Section 9.7Materiality.  The fact that certain items have been included in the schedules shall not be deemed to be an agreement by Clorox Parent that such items are “material” or to further define the meaning of such terms for purposes of this Agreement.

Section 9.8Public Announcements.  Subject to Section 5.13 and except as required by Law or the rules of any stock exchange of which Clorox Parent or Purchaser are subject, no party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the Contemplated Transactions or otherwise communicate with any news media without the prior written consent of the other Party, and the Parties shall cooperate as to the timing and contents of any such press release or public announcement.

Section 9.9Expenses.  Except as set forth in this Agreement, irrespective of whether the Closing is effected, each Party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement and the other documents or agreements contemplated hereby.

Section 9.10Attorneys’ Fees.  In any action at Law or suit in equity to enforce this Agreement or the rights of any of the Parties hereunder, the prevailing party in such action or suit shall be entitled to receive a reasonable sum for its attorneys’ fees and all other reasonable costs and expenses incurred in such action or suit.

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Section 9.11Amendments and Waivers.  This Agreement may not be amended, supplemented or modified except by an agreement in writing signed by each of the Parties hereto.  No waiver shall be effective, unless it is in writing and is signed by the Party asserted to have granted such waiver.

Section 9.12Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable shall be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 9.13No Third Party Beneficiaries.  Except for any Indemnified Party and the Lenders and other debt financing sources (who shall be entitled to rely upon and enforce Section 9.2 and Section 9.14), this Agreement is solely for the benefit of Clorox Parent and Purchaser and their permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Persons any rights or remedies hereunder..

Section 9.14No Recourse to Lenders.  Notwithstanding any provision of this Agreement, Clorox Parent agrees on its behalf and on behalf of its Subsidiaries and Affiliates that none of the Purchaser’s lenders or other debt financing sources (excluding in any event the Guarantors under the Limited Guaranty) shall have any liability to Clorox Parent and its Subsidiaries and Affiliates relating to this Agreement or any of the transactions contemplated herein; provided that this Section 9.14 shall in no way limit Clorox Parent’s ability to seek specific performance against Purchaser as a remedy under Section 8.6, including causing Purchaser to seek to enforce (including through litigation) its rights under the Debt Financing Letter in the event of a material breach by the Lenders.

Section 9.15Counterparts.  This Agreement may be executed in two or more counterparts (by original or facsimile signature), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[signature page follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

THE CLOROX COMPANY			VIKING ACQUISITION INC.
By:	/s/ Donald R. Knauss		By:	/s/ David Burgstahler
Name:		Donald R. Knauss	Name:		David Burgstahler
Title:		Chairman of the Board and Chief Executive Officer	Title:		President and Chief Executive Officer

SIGNATURE PAGE TO PURCHASE AGREEMENT

ANNEX I

DEFINED TERMS

“Accounting Firm” has the meaning set forth in Section 2.7(c).

“Acquisition” shall mean the acquisition by Purchaser or its Subsidiaries of the Transferred Assets and the Equity Interests and the assumption of the Transferred Liabilities contemplated by this Agreement.

“Adjustment Time” means 11:59 PM New York time on the date prior to the Closing Date.

“Affiliate” shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person.  For the purposes of this definition, “control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agreement” shall have the meaning set forth in the Preamble.

“Alternate Debt Financing” shall have the meaning set forth in Section 5.18(c).

“Ancillary Agreements” shall mean the Transition Services Agreement, the Asset and Liability Transfer Agreements, the Equity Transfer Agreements, the Formula License Agreements and the Manufacturing Agreement.

“Asset and Liability Transfer Agreement (Argentina)” shall mean the Asset and Liability Transfer Agreement substantially in the form set forth as Exhibit B-1.

“Asset and Liability Transfer Agreement (Australia)” shall mean the Asset and Liability Transfer Agreement substantially in the form set forth as Exhibit B-2.

“Asset and Liability Transfer Agreement (Canada)” shall mean the Asset and Liability Transfer Agreement substantially in the form set forth as Exhibit B-3.

“Asset and Liability Transfer Agreement (Costa Rica)” shall mean the Asset and Liability Transfer Agreement substantially in the form set forth as Exhibit B-4.

“Asset and Liability Transfer Agreement (Mexico)” shall mean the Asset and Liability Transfer Agreement substantially in the form set forth as Exhibit B-5.

“Asset and Liability Transfer Agreement (Philippines)” shall mean the Asset and Liability Transfer Agreement substantially in the form set forth as Exhibit B-6.

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“Asset and Liability Transfer Agreement (Puerto Rico)” shall mean the Asset and Liability Transfer Agreement substantially in the form set forth as Exhibit B-7.

“Asset and Liability Transfer Agreement (New Zealand)” shall mean the Asset and Liability Transfer Agreement substantially in the form set forth as Exhibit B-8.

“Asset and Liability Transfer Agreements” shall mean the Asset and Liability Transfer Agreement (Argentina), the Asset and Liability Transfer Agreement (Australia), the Asset and Liability Transfer Agreement (Canada), the Asset and Liability Transfer Agreement (Costa Rica), the Asset and Liability Transfer Agreement (Mexico), the Asset and Liability Transfer Agreement (Philippines), the Asset and Liability Transfer Agreement (Puerto Rico) and the Asset and Liability Transfer Agreement (New Zealand).

“Asset Transferring Company” shall have the meaning set forth in the Recitals.

“Asset Transfers” shall mean the transfers of the applicable assets of the Business pursuant to the Asset and Liability Transfer Agreements.

“Australian Transferring Employees” shall have the meaning set forth in Section 5.10(b).

“Bankruptcy Exception” shall mean applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity).

“Business” shall mean the business of developing, formulating, supplying, manufacturing, packaging, marketing, selling and distributing certain appearance and performance products formulated and sold under the brand names Armor All, STP, Oomph!, Son of a Gun, Tuff Stuff and Car Buddy for use with motor vehicles in the jurisdictions in which the Business Names are registered; provided, however, that the Business shall not include (i) the activities exclusively relating to First Brands (Bermuda) Ltd. and its Subsidiaries (except with respect to the right to exploit the Armor All and STP Marks) (ii) the activities exclusively relating to products sold under the brand name “Prestone”, “Poett” and “Mistolin” or (iii) activities related to any cleaning products that are not sold primarily for use with motor vehicles

“Business Benefit Plans” shall have the meaning set forth in Section 3.17(a).

“Business Confidential Information” shall have the meaning set forth in Section 5.13(d).

“Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in New York, New York.

“Business Disclosure Schedule” shall have the meaning set forth in the Preamble of Article III.

“Business Intellectual Property” shall mean the Intellectual Property used or held for use exclusively in the operation of the Business.

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“Business Material Adverse Effect” shall mean  any change, effect, event, occurrence, state of facts or development that is materially adverse to (i) the ability of Clorox Parent to consummate the Contemplated Transactions or (ii) the business, properties, assets, liabilities, condition (financial or otherwise) or results of operations of the Business, taken as a whole; provided, that notwithstanding the foregoing, none of the following changes, effects, events, occurrences, states of facts or developments shall be deemed (either alone or in combination) to constitute a Business Material Adverse Effect, and none of the following shall be taken into account in determining whether there has been a Business Material Adverse Effect or whether a Business Material Adverse Effect would reasonably be expected to occur, except, in the case of clauses (a), (b), (c), and (d) below, to the extent the same has had or would reasonably be expected to have a disproportionate effect on the Business compared to other participants in the industry in which the Business operates:  changes, effects, events, occurrences, states of facts or developments (a) relating to or resulting from general market, economic or political conditions in the countries in which the Business is conducting business, the global economy or capital or financial markets generally (including any changes arising out of acts of terrorism, war, weather conditions or other force majeure events); (b) relating to or resulting from changes in legal, regulatory or tax conditions or in authoritative interpretations thereof; (c) relating to any change in the accounting requirements applicable to the Business or the Business Operating Entities; (d) relating to or resulting from changes generally in the industry or markets in which the Business or the Business Operating Entities operate (including any changes arising out of acts of terrorism, war, weather conditions or other force majeure events); (e) resulting from the execution or announcement of this Agreement or the pendency of the Contemplated Transactions, including, but not limited to, (i) the identity of the Purchaser, (ii) the loss or departure of any Transferring Employees, (iii) the termination or potential termination of (or the failure or potential failure to renew or enter into) any Contracts with customers, suppliers, distributors, resellers, licensors or other business partners, (iv) any other negative development (or potential negative development) in the relationships with any of its customers, suppliers, distributors, resellers, licensors or other partners of the Business, and (v) any decline or other degradation in the customer bookings of the Business; (f) resulting from compliance by Clorox Parent, the Business or the Business Operating Entities with the terms of this Agreement; (g) except for the termination or expiration of the waiting period under the HSR Act and any other mandatory antitrust notification requirements, resulting from the failure to obtain any third party consents or approvals; and (h) resulting from the failure of the Business to meet or realize any projections, forecasts or business plans of the Business (provided that the facts and circumstances giving rise to any such failure that are not otherwise excluded from the definition of Business Material Adverse Effect may be taken into account in determining whether a Business Material Adverse Effect has occurred).

“Business Names” shall have the meaning set forth in Section 3.16(h).

“Business Operating Entities” shall mean the Persons listed on Schedule A.

“Business Product” shall have the meaning set forth in Section 3.24.

“Business Registered Intellectual Property” shall have the meaning set forth in Section 3.16(a).

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“Canadian Transferring Employees” shall have the meaning set forth in the Section 5.10(b).

“Clorox Argentina” shall have the meaning set forth in the Recitals.

“Clorox Australia” shall have the meaning set forth in the Recitals.

“Clorox Canada” shall have the meaning set forth in the Recitals.

“Clorox Costa Rica” shall have the meaning set forth in the Recitals.

“Clorox Luxembourg” shall have the meaning set forth in the Recitals.

“Clorox Mexico” shall have the meaning set forth in the Recitals.

“Clorox Philippines” shall have the meaning set forth in the Recitals.

“Clorox Puerto Rico” shall have the meaning set forth in the Recitals.

“Clorox Names” shall have the meaning set forth in Section 5.6.

“Clorox Parent” shall have the meaning set forth in the Preamble.

“Clorox New Zealand” shall have the meaning set forth in the Recitals.

“Clorox U.K.” shall have the meaning set forth in the Recitals.

“Clorox U.S.” shall have the meaning set forth in the Recitals.

“Clorox U.S. Sub” shall have the meaning set forth in the Recitals.

“Closing” shall have the meaning set forth in Section 2.3.

“Closing Date” shall mean the date of the Closing.

“Closing Indebtedness” means the aggregate amount of Indebtedness of the Transferred Companies as of the Closing Date, determined in accordance with Section 2.7(e).

“Closing Statement” has the meaning set forth in Section 2.7(b)(i).

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Competing Activity” shall mean developing, formulating, supplying, manufacturing, packaging, marketing, selling and distributing appearance and performance products specifically formulated and sold for use with motor vehicles worldwide.  Competing Activity shall not include (i) the activities of First Brands (Bermuda) Ltd. and its Subsidiaries (except with respect to the right to exploit the Armor All and STP Mark); (ii) activities relating to products sold under

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the brand name “Prestone”, “Poett” and “Mistolin” or (iii) activities related to cleaning products that are not sold primarily for use with motor vehicles.

“Confidentiality Agreement” shall mean the Non-Disclosure Agreement, dated May 26, 2010, between Avista Capital Holdings, LP and The Clorox Company.

“Contemplated Transactions” shall mean the Acquisition and the other transactions expressly required to be performed by this Agreement and the Ancillary Agreements.

“Contract” shall mean any written contract, lease, license or other agreement that is legally binding.

“Debt Commitment Letter” shall have the meaning set forth in Section 4.9(b).

“Debt Financing” shall have the meaning set forth in Section 4.9(b).

“Debt Payoff” shall have the meaning set forth in Section 5.19(a)(ix).

“Deductible” shall have the meaning set forth in Section 8.5(a).

“Effective Date” shall have the meaning set forth in the Preamble.

“Employment Agreements” shall have the meaning set forth in Section 3.18(d).

“Enterprise Value” means $765,000,000.

“Environmental Approval” shall mean any permit, license, authorization or approval required under applicable Environmental Law with respect to the Business.

“Environmental Laws” shall mean all Governmental Orders and Laws enacted or otherwise created by any Governmental Authority, including common law, that govern, regulate or otherwise affect the environment, or the protection of human health from environmental hazards, or the generation, handling, and disposal of Hazardous Materials, including, but not limited to, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act, the Federal Comprehensive Environmental Response, Compensation and Liability Act as amended, the Federal Toxic Substances Control Act and their state counterparts.

“Equity Financing” shall have the meaning set forth in Section 4.9(b).

“Equity Financing Letter” shall have the meaning set forth in Section 4.9(b).

“Equity Interests” shall have the meaning set forth in Section 2.2(a).

“Equity Transfer Agreements” shall mean the Equity Transfer Agreement (U.K.) and the Equity Transfer Agreement (U.S.).

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“Equity Transfer Agreement (U.K.)” shall mean the Equity Transfer Agreement in substantially the form set forth as Exhibit A-1.

“Equity Transfer Agreement (U.S.)” shall mean the Equity Transfer Agreement in substantially the form set forth as Exhibit A-2.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall mean any Person that, together with any Business Operating Entity, at any relevant time is or was treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

“Estimated Closing Statement” has the meaning set forth in Section 2.7(a).

“Estimated Purchase Price” has the meaning set forth in Section 2.7(a).

“Excluded Software Agreement” shall have the meaning set forth in Section 3.16(b).

“Excluded Representations” shall have the meaning set forth in Section 8.1.

“Fee Letter” shall have the meaning set forth in Section 4.9(b).

“Fee Properties” shall mean the Real Property listed in Section 3.13(a)(1) of the Business Disclosure Schedule.

“Final Inventory” shall mean all Inventory conveyed at Closing to Purchaser or any of its Subsidiaries as Transferring Company Inventory or through the indirect acquisition of the Inventory of the Transferred Companies through the acquisition of the Equity Interests thereof.

“Final Purchase Price” has the meaning set forth in Section 2.7(d)(i).

“Financial Statements” shall have the meaning set forth in Section 3.9(a).

“Financing” shall have the meaning set forth in Section 4.9(b).

“Financing Letter” shall have the meaning set forth in Section 4.9(b).

“Fiscal Year 2010” shall mean the fiscal year ended June 30, 2010.

“Formula License Agreements” shall have the meaning set forth in the Recitals.

“GAAP” shall mean generally accepted accounting principles and practices in the U.S., France or any other country, as applicable.

“Governing Document” shall mean any charter, articles, bylaws, certificate or similar document adopted, filed or registered in connection with the creation, formation, organization or governance of an entity.

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“Governmental Antitrust Authority” shall have the meaning set forth in Section 5.3(c)(i).

“Governmental Authority” shall mean any United States Federal, state or local or any foreign governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body of any of the foregoing.

“Governmental Authorization” shall mean any consent, license, permit or registration issued or granted by any Governmental Authority or pursuant to any Law; provided that, any consent that may be required by a Governmental Authority as a party to an agreement acting in such Governmental Authority’s proprietary capacity rather than its regulatory capacity shall be deemed not to be a Governmental Authorization.

“Governmental Order” shall mean any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Materials” shall mean the existence in any form of polychlorinated biphenyls, asbestos or asbestos containing materials, urea formaldehyde foam insulation, oil, gasoline, petroleum, petroleum products or petroleum-derived substances (other than in vehicles operated in the ordinary course of business), pesticides or herbicides, or any other chemical, material, substance, or waste regulated under any Environmental Laws as a potential or actual hazard to the environment or human health or safety.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“In-bound Licenses” shall have the meaning set forth in Section 3.16(c)(i).

“Incidental Business” shall have the meaning set forth in Section 5.14(a).

“Indemnification Cap” shall have the meaning set forth in Section 8.5(b).

“Indemnified Party” shall have the meaning set forth in Section 8.2(c).

“Indemnifying Party” shall have the meaning set forth in Section 8.2(c).

“Indebtedness” means, as of any time, without duplication, the outstanding principal amount of, accrued and unpaid interest on, and other payment obligations (including any prepayment premiums payable as a result of the consummation of the Acquisition) arising under, any obligations of any Transferred Company consisting of (a) indebtedness for borrowed money or indebtedness issued in substitution or exchange for borrowed money or for the deferred purchase price of property or services (excluding any trade payables and accrued expenses arising in the ordinary course of business), (b) indebtedness evidenced by any note, bond, debenture or other debt security, (c) indebtedness and related costs under any interest rate swap arrangement, (d) obligations under capitalized leases, (e) letters of credit (excluding any undrawn letters of credit), (f) guarantees of any indebtedness or other obligations under clauses (a), (b), (c), (d), (e) and (g) any prepayment penalties, premiums, breakage costs, fees and other costs and expenses

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associated with the repayment of any indebtedness or other obligations under clauses (a), (b), (c) and (e) upon termination thereof on the Closing Date.

“Insurance Policies” shall have the meaning set forth in Section 3.22.

“Intellectual Property” means any of the following in any jurisdiction throughout the world: (a) Marks; (b) all inventions and invention disclosures (whether or not patentable or reduced to practice), and all patents and patent applications, together with all reissues, continuations, continuations-in-part, revisions, divisional, extensions, and reexaminations in connection therewith; (c) all works of authorship (whether or not copyrightable), copyrights, and all applications, registrations, and renewals in connection therewith; (d) all trade secrets and other rights in know-how, formulas, methodologies, processes, ideas, research and development, and confidential information; (e) all rights of privacy and publicity, including rights to use the names, likenesses, images, voices, signatures and biographical information of real persons; and (f) all other proprietary and intellectual property rights.

“Intellectual Property Agreements” shall have the meaning set forth in Section 3.16(c)(ii).

“Intercompany Liabilities” means any Liability of Clorox Parent or any of its Subsidiaries (including any Business Operating Entity) to Clorox Parent or any of its Subsidiaries (including any Business Operating Entity).

“Inventory” means all raw material, work-in-process and finished goods inventories exclusively of the Business, wherever located.

“June 30, 2010 Balance Sheet” shall have the meaning set forth in Section 3.9(a).

“Knowledge” shall mean (a) with respect to Purchaser, the actual knowledge after becoming reasonably familiar with the terms of this Agreement of David Burgstahler, Bevin O’Neil, David Lundstedt and Allen Yurko and (b) with respect to Clorox Parent, the actual knowledge after becoming reasonably familiar with the terms of this Agreement of the persons listed on Schedule E.

“Law” shall mean any binding Federal, state, local or foreign statute, law, ordinance, regulation, rule, code, or order.

“Leased Properties” shall mean the Real Property listed in Sections 3.13(a)(2) — (6) of the Business Disclosure Schedule.

“Lenders” shall have the meaning set forth in Section 4.9(b).

“Liability” shall mean any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles and regardless of whether such debt, obligation, duty or liability is immediately due and payable.

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“Liability Cap” shall have the meaning set forth in the Limited Guaranty.

“Liens” shall mean all pledges, liens, mortgages, or security interests.

“Limited Guaranty” shall have the meaning set forth in the Recitals.

“Listed Agreements” shall have the meaning set forth in Section 3.12(a).

“Loss” shall have the meaning set forth in Section 8.2(a).

“Maintenance Costs” shall have the meaning set forth in Section 5.12(g).

“Marks” shall mean trademarks, service marks, trade names, designs, logos, trade dress, slogans, business names, trade names, Internet domain names, and all other designations of origin, all applications, registrations, and renewals in connection therewith, and all goodwill associated with any of the foregoing.

“Manufacturing Agreement” shall have the meaning set forth in the Recitals.

“Marketing Period” means the first period of twenty-five (25) consecutive Business Days commencing after the date hereof and throughout which (i) Purchaser shall have the Required Information, (ii) the condition set forth in Section 6.1(b) is satisfied and (iii) nothing has occurred and no condition exists that would cause any of the conditions set forth in Section 6.2 to fail to be satisfied, assuming that such conditions were applicable at any time during such twenty-five (25) consecutive Business Day period; provided that (w) the Marketing Period shall not begin prior to November 1, 2010, (x) the Marketing Period shall end on any earlier date that is the date on which the Debt Financing is obtained, (y) the Marketing Period shall not include any day from and including November 24 through and including November 28, 2010 and from and including December 24 through and including January 3, 2011 and (z) the Marketing Period shall not be deemed to have commenced if, after the date hereof and prior to the completion of the Marketing Period:

(A) Ernst & Young LLP shall have withdrawn its audit opinion with respect to any financial statements contained in the Financial Statements, in which case the Marketing Period shall not be deemed to commence unless and until, at the earliest, a new unqualified audit opinion is issued with respect to the consolidated financial statements of the Business for the applicable periods by Ernst & Young LLP or another independent public accounting firm reasonably acceptable to Purchaser;

(B) the financial statements included in the Required Information that is available to Purchaser on the first day of any such twenty-five (25) consecutive Business Day period would be required to be updated under Rule 3-12 of Regulation S-X in order to be sufficiently current on any day during such twenty-five (25) consecutive Business Day period to permit a registration statement using such financial statements to be declared effective by the SEC on the last day of such twenty-five (25) consecutive Business Day period, in which case the Marketing Period shall not be deemed to commence unless and until, at the earliest, the receipt by Purchaser of updated Required Information that would be required under Rule 3-12 of Regulation S-X to permit a

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registration statement using such financial statements to be declared effective by the SEC on the last day of such new twenty-five (25) consecutive Business Day period, together with a reasonably detailed schedule of corporate allocations for such updated financial statements; or

(C) Clorox Parent issues a public statement indicating its intent to restate any historical financial statements of Clorox Parent or any portion of such financial statements that is reasonably expected to have a material impact on the Business or the Financial Statements, or that any such restatement is under consideration or may be a possibility, in which case the Marketing Period shall not be deemed to commence unless and until, at the earliest, such restatement has been completed and the relevant Financial Statements have been amended or Clorox Parent has announced that it has concluded that no restatement of the Financial Statements shall be required in accordance with GAAP.

If at any time Clorox Parent shall in good faith reasonably believe that the Marketing Period has begun, it may deliver to Purchaser a written notice to that effect, in which case the Marketing Period will be deemed to have begun on the date of such notice, unless Purchaser in good faith reasonably believes the Marketing Period has not begun and, within three (3) Business Days after the delivery of such notice, delivers a written notice to the Company to that effect, stating with specificity why Purchaser believes the Marketing Period has not begun (including, if Purchaser believes the Required Information has not been provided, stating with specificity which items of Required Information have not been provided).

“New Debt Commitment Letter” shall have the meaning set forth in Section 5.18(c).

“Non-Business Information” shall have the meaning set forth in Section 5.13(b).

“Objection” has the meaning set forth in Section 2.7(c).

“Objection Notice” has the meaning set forth in Section 2.7(c).

“Out-bound Licenses” shall have the meaning set forth in Section 3.16(c)(ii).

“Outside Date” has the meaning set forth in Section 7.1(a)(ii).

“Party” shall mean Clorox Parent or Purchaser, as the context requires.

“Permitted Liens” shall mean (a) indebtedness and liabilities disclosed on the Financial Statements; (b) mechanics’, workmen’s and repairmen’s Liens; (c) easements, reservations, covenants, conditions, restrictions and other Liens and encumbrances of public record or disclosed in the Real Property Leases (including any annexes, attachments, schedules or exhibits thereto); (d) material Liens for Taxes not yet due and payable and general and special assessments not yet due and payable or for Taxes that the taxpayer is contesting in good faith through appropriate proceedings; (e) Liens on goods in transit incurred under documentary letters of credit; (f) rights of way and restrictions (including zoning and land use regulations) imposed by Law; and (g) any rights, interests or claims which may be disclosed by an inspection of the location or by inquiry of the parties in possession thereof.

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“Person” shall mean an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Post-Closing Refunds” shall have the meaning set forth in Section 5.8.

“Pre-Closing Portion” shall mean the portion of a Straddle Period ending at the close of business on the Closing Date.

“Pre-Closing Refunds” shall have the meaning set forth in Section 5.8.

“Pre Closing Tax Period” means any taxable period or portion thereof ending on or before the Closing Date.

“Pre-Closing Taxes” means (a) all Taxes (or the non-payment thereof) of any Asset Transferring Company attributable to any period, (b) all Taxes (or the non-payment thereof) of any Transferred Company or any of its Subsidiaries attributable to any Pre-Closing Tax Period, (c) all Taxes (or the non-payment thereof) of any member of an affiliated, consolidated, combined or unitary group of which any Transferred Company or any of its Subsidiaries is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign law or regulation and (d) all Taxes (or the non-payment thereof) of any Person (other than the Transferred Companies) imposed on the Purchaser or any of its Subsidiaries (including, for the avoidance of doubt, the Transferred Companies) as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing.

“Proceeding” shall mean any action, litigation, arbitration, suit, claim, charge, complaint, proceeding, or investigation or review of any nature, civil, criminal, regulatory or otherwise, before any Governmental Authority or arbitral or mediation organization.

“Purchase Price” means (i) Enterprise Value, minus (ii) the amount (if any) by which Target Working Capital exceeds U.K. Net Working Capital plus the Value of Final Inventory, minus (iii) the amount of Closing Indebtedness, if any.

“Purchaser” shall have the meaning set forth in the Preamble.

“Purchaser Disclosure Schedule” shall have the meaning set forth in the Preamble of Article IV.

“Purchaser Plans” shall have the meaning set forth in Section 5.10(c).

“Purchaser Transferee” shall have the meaning set forth in Section 2.2(e).

“Real Property” shall have the meaning set forth in Section 3.13(a).

“Real Property Leases” shall mean the lease agreement regarding Real Property listed in Sections 3.13(a)(2) — (6) of the Business Disclosure Schedule.

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“Records” shall have the meaning set forth in Section 5.12(e).

“Required Information” shall have the meaning set forth in Section 5.19(a)(iv).

“Representative” shall mean, with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, legal counsel, accountant or other representative of that Person.

“Retained Liabilities” shall have the meaning set forth in Section 2.2(f).

“SEC” shall mean the Securities and Exchange Commission.

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

“Shared Confidential Information” shall have the meaning set forth in Section 5.13(c).

“Software Licenses” shall have the meaning set forth in Section 3.16(b).

“Straddle Period” shall mean a Tax period that begins before and ends after the Closing Date.

“Straddle Period Statement” shall have the meaning set forth in Section 5.7(c).

“Subsidiary” of any Person shall mean (i) a corporation more than fifty percent (50%) of the combined voting power of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries thereof; (ii) a partnership of which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, is the general partner and has the power to direct the policies, management and affairs of such partnership; (iii) a limited liability company of which such Person or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, is the managing member and has the power to direct the policies, management and affairs of such company; (iv) a joint venture (a) more than fifty percent (50%) of the combined voting power of the outstanding voting interests of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries thereof or (b) of which such Person or one or more other Subsidiaries of such Person is the managing member and has the power to direct the policies, management and affairs of such joint venture, or (v) any other Person (other than a corporation, partnership, limited liability company or joint venture) in which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies, management and affairs thereof.

“Survey” shall have the meaning set forth in Section 6.2(e).

“Target Working Capital” means $52,500,000.

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“Tax” or “Taxes” shall mean (i) all Federal, state, local, foreign and other net income, estimated, gross income, gross receipts, value-added, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties, environmental, capital gains, capital stock, escheat, social security (or similar), unemployment, disability, registration, alternative or add-on minimum  or other taxes, fees, assessments or charges of any kind whatsoever; (ii) any liability for Taxes as a member of a consolidated, combined, unitary, affiliated or other group under U.S. Treasury Regulation 1.1502-6, or any similar provision of state, local or foreign Law, (iii) any interest, penalties or additions to tax with respect to amounts referred to in clause (i) or (ii) hereof and (iv) any liability for or in respect of the payment of any amount described in clauses (i), (ii) or (iii) of this definition as a transferee or successor, by contract or otherwise.

“Tax Claims” shall have the meaning set forth in Section 8.3(c).

“Tax Returns” shall mean all returns and reports (including elections, declarations, disclosures, schedules, statements, estimates and information returns) relating to Taxes required to be filed or actually filed with a Governmental Authority.

“Tax Statement Dispute” shall have the meaning set forth in Section 5.7(d).

“Third Party Claims” shall have the meaning set forth in Section 8.2(d).

“Transaction Agreements” shall mean this Agreement and the Ancillary Agreements.

“Transferred Assets” shall have the meaning set forth in Section 2.2(b).

“Transferred Contracts” shall have the meaning set forth in Section 2.2(b).

“Transferred Companies” shall have the meaning set forth in the Recitals.

“Transferring Companies” shall have the meaning set forth in the Recitals.

“Transferring Company Inventory” shall have the meaning set forth in Section 2.2(b)(i).

“Transferring Employees” shall mean the U.S. Transferring Employees, the U.K. Transferring Employees, the Canadian Transferring Employees and the Australian Transferring Employees.

“Transferred Intellectual Property” shall have the meaning set forth in Section 5.6(b).

“Transferred Liabilities” shall have the meaning set forth in Section 2.2(d).

“Transition Services Agreement” shall have the meaning set forth in the Recitals.

“U.K. Company” shall have the meaning set forth in Section 3.17(d).

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“U.K. Net Working Capital” shall mean, as of the Adjustment Time, the (i) the sum of the amount of accounts receivable, prepaid expenses and other current assets, excluding inventory, cash and cash equivalents, of Clorox U.K, net of any applicable allowances or reserves, less (ii) sum of the amount of all accounts payable, accrued expenses, accrued wages, accrued vacation and other current liabilities of Clorox U.K., calculated in each case using only those line items set forth on the example statement of U.K. Net Working Capital attached hereto as Exhibit F and prepared on a consolidated basis for the Business in accordance with GAAP and using the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the June 30, 2010 Balance Sheet; provided, that U.K. Net Working Capital shall not include any Liabilities to or in respect of UK Transferred Out Employees, deferred Tax assets or any Tax Liabilities, whether deferred or otherwise, or any Retained Assets or Retained Liabilities.  For the avoidance of doubt, retention payments to the Transferring Employees in accordance with Section 5.10(j) will not be included in U.K. Net Working Capital.

“U.K. Transferring Employees” shall have the meaning set forth in Section 5.10(a).

“U.K. Transferred Out Employees” shall have the meaning set forth in Section 5.10(a).

“U.S. Transferred Company” shall have the meaning set forth in Section 3.17(a).

“U.S. Transferring Employees” shall have the meaning set forth in Section 5.10(a).

“Value of the Final Inventory” shall mean, as of the Adjustment Time, the value in U.S. dollars of the Final Inventory net of any applicable allowances or reserves calculated in each case using the line items for the Inventory in each global market of the Business set forth on the example statement of U.K. Net Working Capital attached hereto as Exhibit F, and prepared on a consolidated basis for the Business in accordance with GAAP and using the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the June 30, 2010 Balance Sheet.

“VAT” shall mean any value added Taxes or any other similar sales, use, excise, value added or consumption Tax which replaces and/or supplements in whole or in part VAT.

“WARN Act” shall have the meaning set forth in Section 3.18(d).

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EX-2.2

Exhibit 2.2

EXECUTION COPY

AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT

Reference is made to that certain Purchase and Sale Agreement (the “Agreement”), dated as of September 21, 2010, by and between The Clorox Company, a Delaware corporation (“Clorox Parent”), and Viking Acquisition Inc., a Delaware corporation (“Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. This amendment of the Agreement is hereinafter referred to as this “Amendment”.

A. The parties desire to amend the Agreement, in accordance with Section 9.11 of the Agreement, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.             Amendment. The Agreement shall be amended in the following manner:

(a) Each of Clorox Parent and the Purchaser acknowledge and agree that Purchaser will not be purchasing any portion of the Transferred Assets, or assuming any portion of the Transferred Liabilities, from Clorox Argentina. Therefore, all the defined terms of, and all references to, “Clorox Argentina” and the “Asset and Liability Transfer Agreement (Argentina)” are hereby deleted from the Agreement. However, Clorox Argentina, SA shall remain listed on Schedule B as a “Business Operating Entity”, and included in the defined term thereof.

(b)           Section 2.2(b)(i) of the Agreement is hereby amended and restated as follows:

“Inventory. All Inventory held by or on behalf of the Transferring Companies (other than Clorox Mexico and Clorox Philippines) (the “Transferring Company Inventory”);

(c)           Section 2.3 of the Agreement is hereby amended to add the following as the last three (3) sentences of Section 2.3:

“The Closing, and the transfer of the Equity Interests and the Transferred Assets and the assumption of the Transferred Liabilities in each case by Purchaser or one of its Subsidiaries, will be deemed to have occurred at the Adjustment Time. Notwithstanding the foregoing, the Transferred Assets to be transferred by Clorox Philippines to a Subsidiary of Purchaser designated pursuant to Section 2.5(c) (such Subsidiary, the “Philippines Purchaser”), and the Transferred Liabilities to be assumed by the Phillipines Purchaser, shall not be transferred and assumed at the Closing, and shall be transferred and assumed on a date after the Closing designated by Purchaser on three (3) Business Days written notice to Clorox Parent (such date, the “Philippines Closing Date”). On the Philippines Closing Date, each of Clorox Philippines and the Philippines Purchaser shall execute and deliver the Asset and Liability Transfer Agreement (Philippines), and consummate the transfer of assets and assumption of Liabilities contemplated thereby.

(d)           Section 2.4(b) of the Agreement is hereby amended and restated as follows:

“(b) each Asset and Liability Transfer Agreement (other than the Asset and Liability Transfer Agreement (Philippines)), duly executed by the applicable Asset Transferring Company;”

(e)           Section 2.5(c) of the Agreement is hereby amended and restated as follows:

“each Asset and Liability Transfer Agreement (other than the Asset and Liability Transfer Agreement (Philippines)), duly executed by Purchaser (or one of its Subsidiaries designated at least ten Business Days prior to the Closing);”

(f)            Section 2.6 of the Agreement is hereby amended to add the following as the penultimate and ultimate sentences of Section 2.6 of the Agreement, as follows:

“The Parties shall use their reasonable best efforts to: (1) as soon as practicable (and not later than 30 days) following the Closing Date, amend Schedule B to provide a final allocation of the Estimated Purchase Price and Transferred Liabilities which shall include specifying the portion of the Estimated Purchase Price and Transferred Liabilities allocable to the Equity Interests or Transferred Assets transferred pursuant to each Equity Transfer Agreement and Asset and Liability Transfer Agreement, and (2) as soon as practicable following determination of the Final Purchase Price pursuant to Section 2.7, make appropriate adjustments to Schedule B to the extent of any variance between the Final Purchase Price and the Estimated Purchase Price.”

(g)           Section 5.6(a) is hereby amended and restated as follows:

“As promptly as reasonably practicable, but no more than thirty (30) days after the Closing, Purchaser shall, or shall cause the applicable Transferred Companies to, make all filings with applicable Governmental Authorities to change the name of each Transferred Company and any of its applicable Subsidiaries to remove the name “Clorox”. Purchaser shall, as promptly as reasonably practicable, but no more than one (1) year after the Closing, further cause the Transferred Companies and their Subsidiaries to remove and cease using any trademarks, trade names, brandmarks, brand names, trade dress or logos incorporating the name “Clorox” (the “Clorox Names”) from all Internet sites, products or packaging, signage, labels, stationery or office forms of the Transferred Companies received in connection with the transactions contemplated by this Agreement, except in the case of Inventory included in the Final Inventory. Effective as of the Closing Date, Clorox Parent hereby grants Purchaser Transferee and the Transferred Companies a non-exclusive, non-transferable, royalty-free license to use the Clorox Names during such one (1) year period (or for the Inventory included in the Final Inventory, until such time as such Inventory is exhausted) in substantially the same manner as such Marks were used prior to the Closing Date as necessary to transition away from the use of the Clorox Names. Thereafter, Purchaser shall neither use nor permit or suffer any of its Affiliates to use any of the Clorox Names or any trademark, trade name, brandmark, brand name, trade dress or logo incorporating any of the Clorox Names in connection with the Transferred Companies, the Business or otherwise.”

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(h)           Section 5.6 of the Agreement is hereby amended to add the following as subsection (d):

“Clorox Parent, on behalf of itself and its Subsidiaries, hereby grants Purchaser, effective as of the Closing Date, an exclusive, royalty-free, license to use the name “OXI MAGIC”, including any trademark, trade name, brandmark, brand name, trade dress or logo incorporating such name (as used as of the Closing Date) (collectively, the “Oxi Magic Name”) in connection with carpet and upholstery cleaning products for motor vehicles, recreational vehicles, recreational boats, or recreational airplanes that bear the “ARMOR ALL” name. The license to use the Oxi Magic Name shall be for those countries where Clorox U.S. is selling such products as of the Closing Date. The terms and conditions of such license (including appropriate quality control measures) shall be further negotiated and documented by the Parties in good faith and executed as soon as reasonably practicable after the Closing Date.”

(i)            Section 5.9 of the Agreement is hereby amended and restated as follows:

“(a) Notwithstanding anything to the contrary in this Agreement, and other than with respect to VAT, which is addressed in Section 5.9(b) below, the full amount of all transfer, documentary, sales, use, stamp, registration and such other Taxes (including real estate transfer Taxes), and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with the consummation of the Contemplated Transactions shall be borne fifty percent (50%) by Clorox Parent and fifty percent (50%) by Purchaser. Purchaser shall pay its share of such amounts to Clorox Parent, and Clorox Parent shall remit such amount to the applicable taxing authority.

(b) If and to the extent that any VAT is payable on the sale or acquisition of any portion of the Transferred Assets under this Agreement, the Seller shall, within thirty (30) days of the Closing Date, deliver to the Purchaser a valid and proper VAT invoice for the transfer of any such portion of the Transferred Assets which complies fully with all applicable Laws and any other documentation such that the Purchaser is able (subject to any restrictions that it may otherwise be subject to) to recover all VAT payable on such sale or acquisition from the relevant Governmental Authorities. The Purchaser shall pay the Seller an amount equal to 50% of the total amount of VAT properly payable in respect of any such sale or acquisition on the later of (i) the date which is fourteen (14) days following receipt of a valid and proper VAT invoice in respect of such sale or acquisition in accordance with this clause, and (ii) the date which is two (2) days before the latest date on which the Seller is required by applicable Law to account to the relevant Governmental Authorities for the VAT due on such sale or acquisition without incurring any charge to interest or any penalty. The Purchaser will pay to the Seller the remaining amount of VAT charged by the Seller within two (2) days of having received full payment of or credit from the relevant Governmental Authority for the VAT charged by the Seller.

(j)            Section 5.10 of the Agreement is hereby amended to add the following as subsection (1):

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“On or prior to December 15, 2010, Purchaser shall send an Offer Letter to (x) Fernando Delgado, an employee of Clorox Mexico and (y) Edgardo Pabon, an employee of Clorox Puerto Rico, in each case offering employment to such employees commencing on January 1, 2011 with Purchaser or one of its Subsidiaries on terms and conditions described in Section 5.10(d) for the period beginning on January 1, 2011 through the date that is twelve (12) months following the Closing Date. Each of the foregoing individuals shall be deemed a “Transferred Employee” if and when such individual accepts such Offer Letter. For purposes of Fernando Delgado and Edgardo Pabon, (x) the references to the Closing Date set forth in Section 5.10(f) shall instead refer to January 1, 2011 and (y) Purchaser will be obligated to maintain the severance benefits referred to in Section 5.10(g) for the period beginning on January 1, 2011 and ending on the date that is one (1) year after the Closing Date if Purchaser terminates such individual in that period.

(k)           Section 5.12 of the Agreement is hereby amended to add the following as subsection (h):

“Each of Clorox Parent and Purchaser acknowledge and agree that, as promptly as practicable but in any event within ten (10) Business Days after the Closing Date, Clorox Parent will prepare a schedule of Machinery, Equipment and Personal Property to replace Schedule 2.2(b)(ii), as well as a schedule of Transferring Company Inventory, each of which shall be reasonably acceptable to Purchaser. Such schedules will be based upon a physical inventory of such fixed assets and Transferring Company Inventory conducted by Clorox Parent on, or promptly after, the Closing Date. If the Value of the Final Inventory differs from the estimate provided by Clorox Parent pursuant to Section 2.7(a), Purchase and Clorox Parent will work in good faith to amend such schedules to reflect any such difference, if necessary, as promptly as practicable after the determination of the Final Purchase Price pursuant to Section 2.7(c).”

(l)            The definition of “Adjustment Time” set forth on Annex I to the Agreement is hereby amended and restated as follows:

““Adjustment Time” means 12:01 A.M. New York time on the Closing Date.

(m)          The definition of “GAAP” set forth on Annex I to the Agreement is hereby amended and restated as follows:

““GAAP” shall mean generally accepted accounting principles and practices in the U.S.”

(n)           Schedule 2.2(b)(iv), Schedule 3.16(a), Schedule 3.16(c), Schedule 5.10(a)-1, Schedule 5.10(a)-2, Schedule 5.10(b)-1, Schedule 5.10(b)-2, Schedule 5.10(c)-1, Schedule 5.10(c)-2 and Schedule 5.10(j) to the Agreement are hereby amended and restated as set forth on Exhibit A attached hereto.

2.     Effect of Amendment. Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which shall continue in full force and effect. This Amendment shall be considered by the parties to be effective as of November 5, 2010 (such date, the “Effective Date”).

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3.     Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York (including Section 5-1401 of the General Obligations Law), without regard to the conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction.

4.     Headings. The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment.

5.     Counterparts. This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

[The remainder of this page has been intentionally left blank; signature page follows.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

THE CLOROX COMPANY		VIKING ACQUISITION INC.
By:	/s/ Daniel J. Heinrich	By:	/s/ David Burgstahler
Name:	Daniel J. Heinrich	Name:	David Burgstahler
Title:	Chief Financial Officer	Title:	President and Chief Executive Officer

SIGNATURE PAGE TO AMENDMENT TO PURCHASE AGREEMENT

EX-3.1

Exhibit 3.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:43 PM 11/03/2010

FILED 12:37 PM 11/03/2010

SRV 101052661 - 4873361 FILE

CERTIFICATE
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VIKING ACQUISITION INC.

The undersigned, being an authorized officer of Viking Acquisition Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST:The name of the Corporation is Viking Acquisition Inc.

SECOND:The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on September 17, 2010.

THIRD:The Board of Directors of the Corporation, pursuant to Sections 141, 242 and 245 of the General Corporation Law of the State of Delaware, adopted resolutions authorizing the Corporation to amend, integrate and restate the Corporation’s Certificate of Incorporation in its entirety to read as set forth in Exhibit A attached hereto and made a part hereof (the “Restated Certificate”).

FOURTH:The required holders of the Corporation’s issued and outstanding capital stock approved and adopted the Restated Certificate of Incorporation in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

*********

IN WITNESS WHEREOF, the undersigned, for the purpose of amending and restating the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Amended and Restated Certificate of Incorporation this 3rd day of November, 2010.

VIKING ACQUISITION INC.
By:	/s/ David Burgstahler
	Name:	David Burgstahler
	Title:	Chief Executive Officer and President

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EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

VIKING ACQUISITION INC.

ARTICLE ONE

The name of the Corporation is Viking Acquisition Inc. (hereinafter called the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the state of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

The total number of shares of capital stock which the Corporation has authority to issue is One Thousand Shares (1,000), all of which shall he shares of Common Stock, with a par value of One Cent ($0.01) per share.

Section 1.Registration of Transfer. The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of shares of the Common Stock. Upon the surrender of any certificate representing shares of Common Stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate, and the Corporation forthwith shall cancel such surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance.

Section 2.Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other

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institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

Section 3.Notices. All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder’s address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).

ARTICLE FIVE

The Corporation is to have perpetual existence.

ARTICLE SIX

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the by-laws of the Corporation.

ARTICLE SEVEN

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation. Election of Directors need not be by written ballot unless the by-laws of the Corporation so provide.

ARTICLE EIGHT

Section 1.Limitation of Liability.

(a)To the fullest extent permitted by the General Corporation Law of Delaware as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), and except as otherwise provided in the Corporation’s by-laws, no Director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Corporation or its stockholders.

(b)Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.

Section 2.Right to indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that

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he or a person of whom he is the legal representative, is or was a Director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a Director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 3 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors of the Corporation). The right to indemnification conferred in this Article Eight shall be a contract right and, subject to the provisions hereof, shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of Directors and officers.

Section 3.Procedure for Indemnification of Directors and Officers. Any indemnification of a Director or officer of the Corporation under Section 2 of this Article Eight or advance of expenses under this Article Eight shall be made promptly, and in any event within thirty days, upon the written request of the Director or officer. If a determination by the Corporation that the Director or officer is entitled to indemnification pursuant to this Article Eight is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty days, the right to indemnification or advances as granted by this Article Eight shall be enforceable by the Director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met

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such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4.Nonexclusivity of Article Eight. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article Eight shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a Director, officer, employee or agent of the Corporation or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the Delaware General Corporation Law.

Section 6.Service for Subsidiaries. Any person serving as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture or other enterprise, at least 50% of whose equity interests are owned by the Corporation (a “subsidiary” for this Article Eight) shall be conclusively presumed to be serving in such capacity at the request of the Corporation.

Section 7.Reliance. Persons who after the date of the adoption of this provision become or remain Directors or officers of the Corporation or who, while a director or officer or other employee of the Corporation, become or remain a Director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article Eight in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article Eight shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

Section 8.Non-Exclusivity of Rights. The rights to indemnification and to the advance of expenses conferred in this Article Eight shall not be exclusive of any other right which any person may have or hereafter acquire under this Restated Certificate or under any statute, by-law, agreement, vote of stockholders or disinterested Directors or otherwise.

Section 9.Merger or Consolidation. For purposes of this Article Eight, references to the “Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this

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Article Eight with respect to the resulting or surviving Corporation as he or she would have with respect to such constituent Corporation if its separate existence had continued.

Section 10.Savings Clause. If this Article Eight or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person entitled to indemnification under Section 2 of this Article Eight as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, Employment Retirement Income Security Act of 1974 excise taxes and penalties and penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification is available to such person pursuant to this Article Eight to the full extent permitted by any applicable portion of this Article Eight that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE NINE

Section 1.Competition and Corporate Opportunities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or in being offered any opportunity to participate in, any business opportunities that are presented to any of its Directors or stockholders, except that the foregoing shall not apply to any member of management of the Corporation or any of its subsidiaries that is also a Director or a stockholder.

Section 2.Amendment of this Article. Notwithstanding anything to the contrary elsewhere contained in this Certificate of Incorporation, the affirmative vote of the holders of at least 66 2/3 % of the voting power of all shares of Common Stock then outstanding, voting together as a single class, shall be required to alter, amend or repeal, or to adopt any provision inconsistent with, this Article Nine.

Section 3.Deemed Notice. Any person or entity purchasing or otherwise acquiring any interest in any shares of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article Nine.

ARTICLE TEN

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE ELEVEN

The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE TWELVE

Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or any creditor or stockholder thereof or on the application of

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a receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors, and/or the shareholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders, or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

* * * * * *

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State of DelawareSecretary of StateDivision of Corporations
Delivered 11:17 AM 11/22/2010FILED 11:11 AM 11/22/2010
SRV 101110252 - 4873361 FILE

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
VIKING ACQUISITION INC.

Under Section 242 of the Delaware Corporation Law

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the undersigned officer of Viking Acquisition Inc., a Delaware corporation (the “Corporation”), does hereby certify the following:

FIRST:The name of the Corporation is Viking Acquisition Inc.

SECOND:The original Certificate of incorporation of the Corporation was filed with the Secretary of State of Delaware on September 17, 2010.

THIRD:The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to effect a change in Article One thereof, relating to the name of the Corporation. Accordingly, Article One of the Amended and Restated Certificate of Incorporation shall be amended to read as follows:

The name of the corporation is Armored AutoGroup Inc. (hereinafter called the “Corporation”).

FOURTH:This amendment to the Amended and Restated Certificate of Incorporation of the Corporation effected hereby was approved by the Board of Directors of the Corporation, and by written consent of the sole holder of the issued and outstanding capital stock of the Corporation.

IN WITNESS WHEREOF, the undersigned affirms as true the foregoing under penalties of perjury, and has executed this Certificate this 22nd day of November, 2010.

By:	/s/ David Lundstedt
Name: David Lundstedt
Title: President and Chief Executive Officer

EX-3.2

Exhibit 3.2

BY-LAWS

OF

VIKING ACQUISITION INC.

A Delaware Corporation

ARTICLE I

OFFICES

Registered Office.  The registered office of the corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington Delaware 19808, in the County of New Castle.  The name of the corporation’s registered agent at such address shall be Corporation Service Company.  The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Other Offices.  The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Place and Time of Meetings.  An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting.  The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the chief executive officer of the corporation.

Special Meetings.  Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.  Such meetings may be called at any time by two or more members of the board of directors or the chief executive officer and shall be called by the chief executive officer upon the written request of holders of

shares entitled to cast not less than fifty percent (50%) of the outstanding shares of any series or class of the corporation’s Capital Stock.

Place of Meetings.  The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Notice.  Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting.  All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the chief executive officer or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Stockholders List.  The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Quorum.  Except as otherwise provided by applicable law or by the Certificate of Incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented.

Adjourned Meetings.  When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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Vote Required.  When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.  Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

Voting Rights.  Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Proxies.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy.  Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

Action by Written Consent.  Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office.  All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Any action taken pursuant to

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such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

General Powers.  The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Number, Election and Term of Office.  The number of directors which shall constitute the board as of the effective date of these by-laws shall be not less than one (1) and not more than six (6).  Thereafter, the number of directors shall be established from time to time by resolution of the board.  The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors.  The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III.  Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Removal and Resignation.  Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.  Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.  Any director may resign at any time upon written notice to the corporation.

Vacancies.  Except as otherwise provided by the Certificate of Incorporation of the corporation or any amendments thereto, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon or by a majority of the members of the board of directors.  Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Annual Meetings.  The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Other Meetings and Notice.  Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board.  Special meetings of the board of directors may be called by or at the request of the chief executive officer or president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like

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notice the chief executive officer must call a special meeting on the written request of at least a majority of the directors.

Quorum, Required Vote and Adjournment.  A majority of the total number of directors then in office (without regard to any then vacancies on the board) shall constitute a quorum for the transaction of business.  The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Committees.  The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law.  The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.  Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Committee Rules.  Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee.  Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum.  In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Communications Equipment.  Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Waiver of Notice and Presumption of Assent.  Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of

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the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to any member who voted in favor of such action.

Action by Written Consent.  Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all the then members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Number.  The officers of the corporation shall be elected by the board of directors and may consist of a chairman, a chief executive officer, two or more president, one or more vice president, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors.  Any number of offices may be held by the same person.  In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Election and Term of Office.  The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be.  Vacancies may be filled or new offices created and filled at any meeting of the board of directors.  Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Removal.  Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Vacancies.  Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Compensation.  Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

The Chairman of the Board.  The Chairman of the Board, if one shall have been elected, shall be a member of the board, may be an officer of the Corporation, and, if present, shall preside at each meeting of the board of directors or shareholders.  He shall advise the chief executive officer, and in the chief executive officer’s absence, other officers of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

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The Chief Executive Officer.  In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the chief executive officer shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect.  The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

President; Vice Presidents.  The president shall, in the absence or disability of the chief executive officer, act with all of the powers and be subject to all of the restrictions of the chief executive officer.  The president shall also perform such other duties and have such other powers as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe.  The vice-president, if any, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president.  The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

The Secretary and Assistant Secretaries.  The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose.  Under the chief executive officer’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation.  The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.  The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chief executive officer, or secretary may, from time to time, prescribe.

The Treasurer and Assistant Treasurer.  The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the chief executive officer and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe.  If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every

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six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation.  The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer.  The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chief executive officer, the president or treasurer may, from time to time, prescribe.

Other Officers, Assistant Officers and Agents.  Officers, assistant officers and agents, if any, which officers may include officers of any division of the Corporation, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Absence or Disability of Officers.  In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Nature of Indemnity.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation.  The right to indemnification conferred in this Article V shall be a contract right and, subject to

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Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition.  The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Procedure for Indemnification of Directors and Officers.  Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer.  If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request.  If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction.  Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation.  Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Nonexclusivity of Article V.  The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Insurance.  The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

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Expenses.  Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation.  Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Employees and Agents.  Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Contract Rights.  The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Merger or Consolidation.  For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Form.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman of the board, the chief executive officer, the the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation.  If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chairman of the board, chief executive officer, president, vice-president, secretary, or assistant secretary may be facsimiles.  In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or

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otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation.  Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps.  In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books.  The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Lost Certificates.  The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Fixing a Record Date for Stockholder Meetings.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Fixing a Record Date for Action by Written Consent.  In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is

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adopted by the board of directors.  If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Fixing a Record Date for Other Purposes.  In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Subscriptions for Stock.  Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors.  Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series.  In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Dividends.  Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the  certificate of incorporation.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

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Checks, Drafts or Orders.  All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Contracts.  The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Loans.  The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation.  The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.  Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Corporate Seal.  The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Voting Securities Owned By Corporation.  Voting securities in any other corporation held by the corporation shall be voted by the chief executive officer, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer.  Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Inspection of Books and Records.  Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom.  A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder.  In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder.  The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

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Section Headings.  Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Inconsistent Provisions.  In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote.  The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.3

Exhibit 3.3

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
(Pursuant to Section 242)

STP Corporation, a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by a majority vote of its members, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of STP Corporation be amended by changing the first Article thereof so that, as amended, said article shall read as follows:

“1.  The name of the corporation is The Armor All/STP Products Company.”

SECOND: That the sole shareholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, this corporation has caused this certificate to be signed by its Vice President - Secretary, and attested by its Assistant Secretary, this 28th day of May, 1999.

By:	/s/ Peter D. Bewley
	P.D. Bewley
	Vice President - Secretary

ATTEST:

By:	/s/ T. W. Huckaby
	T. W. Huckaby
	Assistant Secretary

State of Delaware

Secretary of State

DIVISION OF CORPORATIONS

FILED 04:30 PM 05/28/1999

991217669 - 0857706

State of Delaware

Secretary of State

DIVISION OF CORPORATIONS

FILED 03:30 PM 08/31/2001

010434327 - 0857706

CERTIFICATE OF MERGER

OF

ARMOR ALL PRODUCTS CORPORATION

INTO

THE ARMOR ALL/STP PRODUCTS COMPANY

* * * * * * * *

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
Armor All Products Corporation	Delaware
The Armor All/STP Products Company	Delaware

SECOND: Than an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is The Armor All/STP Products Company

FOURTH: That the amendments or changes in the Certificate of Incorporation of The Armor All/STP Products Company, the surviving corporation, as are to be effected by the merger are as follows:

Article 4. of the Company’s Certificate of Incorporation is amended to read, in its entirety, as follows:

“The total number of shares of all classes of stock which the Corporation is authorized to issue is two thousand (2,000) shares of Common Stock, with a par value of one dollar ($1.00) per share.”

FIFTH: That the executed Agreement of Merger is on file at an office of the surviving corporation, the address of which is 1221 Broadway, Oakland, California 94612-1888.

SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

Dated: August 31, 2001

THE ARMOR ALL/STP PRODUCTS COMPANY

By:	/s/ PETER D. BEWLEY
	Peter D. Bewley
	Vice President – Secretary

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED

BY-LAWS

OF

THE ARMOR ALL/STP PRODUCTS COMPANY

A Delaware Corporation

(November 5, 2010)

ARTICLE I

OFFICES

Registered Office.  The registered office of the corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington Delaware 19808, in the County of New Castle.  The name of the corporation’s registered agent at such address shall be Corporation Service Company.  The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Other Offices.  The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Place and Time of Meetings.  An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting.  The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the chief executive officer of the corporation.

Special Meetings.  Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.  Such meetings may be called at any time by two or more members of the board of directors or the chief executive officer and shall be called by the chief executive officer upon the written request of holders of shares entitled to cast not less than fifty percent (50%) of the outstanding shares of any series or class of the corporation’s Capital Stock.

Place of Meetings.  The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Notice.  Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting.  All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the chief executive officer or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Stockholders List.  The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Quorum.  Except as otherwise provided by applicable law or by the Certificate of Incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented.

Adjourned Meetings.  When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting

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at which the adjournment is taken.  At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Vote Required.  When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.  Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

Voting Rights.  Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Proxies.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy.  Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

Action by Written Consent.  Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office.  All consents properly delivered in accordance with this section

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shall be deemed to be recorded when so delivered.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

General Powers.  The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Number, Election and Term of Office.  The number of directors which shall constitute the board as of the effective date of these by-laws shall be not less than one (1) and not more than six (6).  Thereafter, the number of directors shall be established from time to time by resolution of the board.  The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors.  The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III.  Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Removal and Resignation.  Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.  Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.  Any director may resign at any time upon written notice to the corporation.

Vacancies.  Except as otherwise provided by the Certificate of Incorporation of the corporation or any amendments thereto, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon or by a majority of the members of the board of directors.  Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Annual Meetings.  The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

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Other Meetings and Notice.  Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board.  Special meetings of the board of directors may be called by or at the request of the chief executive officer or president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the chief executive officer must call a special meeting on the written request of at least a majority of the directors.

Quorum, Required Vote and Adjournment.  A majority of the total number of directors then in office (without regard to any then vacancies on the board) shall constitute a quorum for the transaction of business.  The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Committees.  The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law.  The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.  Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Committee Rules.  Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee.  Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum.  In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Communications Equipment.  Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Waiver of Notice and Presumption of Assent.  Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived

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notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to any member who voted in favor of such action.

Action by Written Consent.  Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all the then members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Number.  The officers of the corporation shall be elected by the board of directors and may consist of a chairman, a chief executive officer, two or more president, one or more vice president, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors.  Any number of offices may be held by the same person.  In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Election and Term of Office.  The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be.  Vacancies may be filled or new offices created and filled at any meeting of the board of directors.  Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Removal.  Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Vacancies.  Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Compensation.  Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

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The Chairman of the Board.  The Chairman of the Board, if one shall have been elected, shall be a member of the board, may be an officer of the Corporation, and, if present, shall preside at each meeting of the board of directors or shareholders.  He shall advise the chief executive officer, and in the chief executive officer’s absence, other officers of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

The Chief Executive Officer.  In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the chief executive officer shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect.  The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

President; Vice Presidents.  The president shall, in the absence or disability of the chief executive officer, act with all of the powers and be subject to all of the restrictions of the chief executive officer.  The president shall also perform such other duties and have such other powers as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe.  The vice-president, if any, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president.  The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

The Secretary and Assistant Secretaries.  The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose.  Under the chief executive officer’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation.  The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.  The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chief executive officer, or secretary may, from time to time, prescribe.

The Treasurer and Assistant Treasurer.  The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds

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of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the chief executive officer and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe.  If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation.  The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer.  The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chief executive officer, the president or treasurer may, from time to time, prescribe.

Other Officers, Assistant Officers and Agents.  Officers, assistant officers and agents, if any, which officers may include officers of any division of the Corporation, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Absence or Disability of Officers.  In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Nature of Indemnity.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees

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actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation.  The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition.  The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Procedure for Indemnification of Directors and Officers.  Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer.  If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request.  If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction.  Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation.  Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Nonexclusivity of Article V.  The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

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Insurance.  The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Expenses.  Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation.  Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Employees and Agents.  Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Contract Rights.  The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Merger or Consolidation.  For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Form.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman of the board, the chief executive officer, the

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the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation.  If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chairman of the board, chief executive officer, president, vice-president, secretary, or assistant secretary may be facsimiles.  In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation.  Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps.  In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books.  The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Lost Certificates.  The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Fixing a Record Date for Stockholder Meetings.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of

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stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Fixing a Record Date for Action by Written Consent.  In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors.  If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Fixing a Record Date for Other Purposes.  In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Subscriptions for Stock.  Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors.  Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series.  In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Dividends.  Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the

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capital stock, subject to the provisions of the  certificate of incorporation.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Checks, Drafts or Orders.  All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Contracts.  The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Loans.  The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation.  The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.  Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Corporate Seal.  The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Voting Securities Owned By Corporation.  Voting securities in any other corporation held by the corporation shall be voted by the chief executive officer, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer.  Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Inspection of Books and Records.  Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts

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therefrom.  A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder.  In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder.  The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section Headings.  Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Inconsistent Provisions.  In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote.  The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.5

Exhibit 3.5

State of Delaware

Secretary of State

DIVISION OF CORPORATIONS

FILED 11:12 AM 07/29/1994

944140821 - 2423514

CERTIFICATE OF INCORPORATION

OF

STP PRODUCTS, INC.

FIRST:The name of the Corporation is STP PRODUCTS, INC.

SECOND:Its Registered Office in the State of Delaware is to be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The Registered Agent in charge thereof is The Corporation Trust Company.

THIRD:The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:The total number of shares of capital stock which the corporation shall have authority to issue is 1,000 shares of Common Stock, each having a par value of $0.01.

FIFTH:The name and mailing address of the incorporator are as follows:

J. Bruce Ipe

First Brands Corporation

83 Wooster Heights Road

Danbury, CT 06810

I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly set my hand this 26th day of July, 1994.

/s/ J. Bruce Ipe

J. Bruce Ipe

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
(Pursuant to Section 242)

STP Products, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by a majority vote of its members, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of STP Products, Inc. be amended by changing Article FIRST thereof so that, as amended, said article shall read as follows:

“1. The name of the corporation is The STP Products Manufacturing Company.”

SECOND: That the sole shareholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, this corporation has caused this certificate to be signed by its Vice President - Secretary, and attested by its Assistant Secretary, this 28th day of May 1999.

By:	/s/ Peter D. Bewley
	P.D. Bewley
	Vice President - Secretary

ATTEST:

By:	/s/ T. W. Huckaby
	T. W. Huckaby
	Assistant Secretary

State of Delaware

Secretary of State

DIVISION OF CORPORATIONS

FILED 04:30 PM 05/28/1999

991217753 - 2423514

State of Delaware

Secretary of State

Division of Corporations

FILED 04:30 PM 06/01/1999

991219649 - 2423514

CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF THE STP PRODUCTS MANUFACTURING COMPANY FILED IN THE OFFICE OF THE
SECRETARY OF STATE OF DELAWARE
ON MAY 28, 1999

The STP Products Manufacturing Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

1.That the name of the corporation (giving effect to the filing of the aforementioned Certificate of Amendment to Certificate of Incorporation takes effect) is The STP Products Manufacturing Company.

2.That a Certificate of Amendment to Certificate of Incorporation was filed with the Secretary of State of Delaware on May 28, 1999 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3.The inaccuracy or defect of said Certificate to be corrected is as follows: the name of the corporation as reflected in Article FIRST was inaccurately transcribed from the resolutions approved by the stockholders and directors to inadvertently add the word “The” at the beginning of the corporation’s revised name.

4.Article FIRST of the Certificate is corrected to read as follows:

“1.The name of the corporation is STP Products Manufacturing Company.”

IN WITNESS WHEREOF, said The STP Products Manufacturing Company has caused this Certificate to be signed by its Vice President - Secretary and attested by its Assistant Secretary this 1st day of June, 1999.

THE STP PRODUCTS MANUFACTURING COMPANY
	By:	/s/ Peter D. Bewley
		Peter D. Bewley,
		Vice President - Secretary

ATTEST:

By:	/s/ Thomas W. Huckaby
	Thomas W. Huckaby
	Assistant Secretary

EX-3.6

Exhibit 3.6

AMENDED AND RESTATED

BY-LAWS

OF

STP PRODUCTS MANUFACTURING COMPANY

A Delaware Corporation

(November 5, 2010)

ARTICLE I

OFFICES

Registered Office.  The registered office of the corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington Delaware 19808, in the County of New Castle.  The name of the corporation’s registered agent at such address shall be Corporation Service Company.  The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Other Offices.  The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Place and Time of Meetings.  An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting.  The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the chief executive officer of the corporation.

Special Meetings.  Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.  Such meetings may be called at any time by two or more members of the board of directors or the chief executive officer and shall be called by the chief executive officer upon the written request of holders of shares entitled to cast not less than fifty percent (50%) of the outstanding shares of any series or class of the corporation’s Capital Stock.

Place of Meetings.  The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Notice.  Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting.  All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the chief executive officer or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Stockholders List.  The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Quorum.  Except as otherwise provided by applicable law or by the Certificate of Incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented.

Adjourned Meetings.  When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting

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at which the adjournment is taken.  At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Vote Required.  When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.  Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

Voting Rights.  Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Proxies.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy.  Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

Action by Written Consent.  Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office.  All consents properly delivered in accordance with this section

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shall be deemed to be recorded when so delivered.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

General Powers.  The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Number, Election and Term of Office.  The number of directors which shall constitute the board as of the effective date of these by-laws shall be not less than one (1) and not more than six (6).  Thereafter, the number of directors shall be established from time to time by resolution of the board.  The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors.  The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III.  Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Removal and Resignation.  Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.  Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.  Any director may resign at any time upon written notice to the corporation.

Vacancies.  Except as otherwise provided by the Certificate of Incorporation of the corporation or any amendments thereto, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon or by a majority of the members of the board of directors.  Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Annual Meetings.  The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

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Other Meetings and Notice.  Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board.  Special meetings of the board of directors may be called by or at the request of the chief executive officer or president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the chief executive officer must call a special meeting on the written request of at least a majority of the directors.

Quorum, Required Vote and Adjournment.  A majority of the total number of directors then in office (without regard to any then vacancies on the board) shall constitute a quorum for the transaction of business.  The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Committees.  The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law.  The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.  Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Committee Rules.  Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee.  Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum.  In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Communications Equipment.  Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Waiver of Notice and Presumption of Assent.  Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived

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notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to any member who voted in favor of such action.

Action by Written Consent.  Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all the then members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Number.  The officers of the corporation shall be elected by the board of directors and may consist of a chairman, a chief executive officer, two or more president, one or more vice president, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors.  Any number of offices may be held by the same person.  In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Election and Term of Office.  The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be.  Vacancies may be filled or new offices created and filled at any meeting of the board of directors.  Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Removal.  Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Vacancies.  Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Compensation.  Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

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The Chairman of the Board.  The Chairman of the Board, if one shall have been elected, shall be a member of the board, may be an officer of the Corporation, and, if present, shall preside at each meeting of the board of directors or shareholders.  He shall advise the chief executive officer, and in the chief executive officer’s absence, other officers of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

The Chief Executive Officer.  In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the chief executive officer shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect.  The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

President; Vice Presidents.  The president shall, in the absence or disability of the chief executive officer, act with all of the powers and be subject to all of the restrictions of the chief executive officer.  The president shall also perform such other duties and have such other powers as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe.  The vice-president, if any, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president.  The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

The Secretary and Assistant Secretaries.  The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose.  Under the chief executive officer’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation.  The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.  The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chief executive officer, or secretary may, from time to time, prescribe.

The Treasurer and Assistant Treasurer.  The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds

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of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the chief executive officer and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe.  If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation.  The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer.  The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chief executive officer, the president or treasurer may, from time to time, prescribe.

Other Officers, Assistant Officers and Agents.  Officers, assistant officers and agents, if any, which officers may include officers of any division of the Corporation, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Absence or Disability of Officers.  In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Nature of Indemnity.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees

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actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation.  The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition.  The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Procedure for Indemnification of Directors and Officers.  Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer.  If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request.  If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction.  Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation.  Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Nonexclusivity of Article V.  The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

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Insurance.  The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Expenses.  Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation.  Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Employees and Agents.  Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Contract Rights.  The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Merger or Consolidation.  For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Form.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman of the board, the chief executive officer, the

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the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation.  If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chairman of the board, chief executive officer, president, vice-president, secretary, or assistant secretary may be facsimiles.  In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation.  Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps.  In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books.  The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Lost Certificates.  The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Fixing a Record Date for Stockholder Meetings.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of

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stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Fixing a Record Date for Action by Written Consent.  In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors.  If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Fixing a Record Date for Other Purposes.  In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Subscriptions for Stock.  Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors.  Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series.  In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Dividends.  Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the

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capital stock, subject to the provisions of the  certificate of incorporation.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Checks, Drafts or Orders.  All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Contracts.  The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Loans.  The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation.  The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.  Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Corporate Seal.  The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Voting Securities Owned By Corporation.  Voting securities in any other corporation held by the corporation shall be voted by the chief executive officer, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer.  Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Inspection of Books and Records.  Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts

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therefrom.  A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder.  In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder.  The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section Headings.  Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Inconsistent Provisions.  In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote.  The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.7

Exhibit 3.7

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:52 PM 11/03/2010

FILED 12:49 PM 11/03/2010

SRV 101052758 - 4888968 FILE

CERTIFICATE

OF
AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF
VIKING PRODUCTS MARKETING INC.

The undersigned, being an authorized officer of Viking Products Marketing Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST:The name of the Corporation is Viking Products Marketing Inc.

SECOND:The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on October 25, 2010.

THIRD:The Board of Directors of the Corporation, pursuant to Sections 141, 242 and 245 of the General Corporation Law of the State of Delaware, adopted resolutions authorizing the Corporation to amend, integrate and restate the Corporation’s Certificate of Incorporation in its entirety to read as set forth in Exhibit A attached hereto and made a part hereof (the “Restated Certificate”).

FOURTH:The required holders of the Corporation’s issued and outstanding capital stock approved and adopted the Restated Certificate of Incorporation in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

*********

IN WITNESS WHEREOF, the undersigned, for the purpose of amending and restating the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Amended and Restated Certificate of Incorporation this 3rd day of November, 2010.

VIKING PRODUCTS MARKETING INC.
By:	/s/ David Burgstahler
	Name:	David Burgstahler
	Title:	Chief Executive Officer and President

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EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

VIKING PRODUCTS MARKETING INC.

ARTICLE ONE

The name of the Corporation is Viking Products Marketing Inc. (hereinafter called the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the state of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

The total number of shares of capital stock which the Corporation has authority to issue is One Thousand Shares (1,000), all of which shall be shares of Common Stock, with a par value of One Cent ($0.01) per share.

Section 1.Registration of Transfer. The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of shares of the Common Stock. Upon the surrender of any certificate representing shares of Common Stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate, and the Corporation forthwith shall cancel such surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance.

Section 2.Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably

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satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

Section 3.Notices. All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder’s address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).

ARTICLE FIVE

The Corporation is to have perpetual existence.

ARTICLE SIX

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the by-laws of the Corporation.

ARTICLE SEVEN

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the Corporation may provide. The books of the Corporation may he kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation. Election of Directors need not be by written ballot unless the by-laws of the Corporation so provide.

ARTICLE EIGHT

Section 1.Limitation of Liability.

(a)To the fullest extent permitted by the General Corporation Law of Delaware as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), and except as otherwise provided in the Corporation’s by-laws, no Director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Corporation or its stockholders.

(b)Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.

Section 2.Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil,

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criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a Director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a Director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 3 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors of the Corporation). The right to indemnification conferred in this Article Eight shall be a contract right and, subject to the provisions hereof, shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of Directors and officers.

Section 3.Procedure for Indemnification of Directors and Officers.  Any indemnification of a Director or officer of the Corporation under Section 2 of this Article Eight or advance of expenses under this Article Eight shall be made promptly, and in any event within thirty days, upon the written request of the Director or officer. If a determination by the Corporation that the Director or officer is entitled to indemnification pursuant to this Article Eight is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty days, the right to indemnification or advances as granted by this Article Eight shall be enforceable by the Director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its

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Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4.Nonexclusivity of Article Eight. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article Eight shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a Director, officer, employee or agent of the Corporation or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the Delaware General Corporation Law.

Section 6.Service for Subsidiaries. Any person serving as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture or other enterprise, at least 50% of whose equity interests are owned by the Corporation (a “subsidiary” for this Article Eight) shall be conclusively presumed to be serving in such capacity at the request of the Corporation.

Section 7.Reliance. Persons who after the date of the adoption of this provision become or remain Directors or officers of the Corporation or who, while a director or officer or other employee of the Corporation, become or remain a Director, officer, employee or agent of a subsidiary, shall he conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article Eight in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article Eight shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

Section 8.Non-Exclusivity of Rights. The rights to indemnification and to the advance of expenses conferred in this Article Eight shall not be exclusive of any other right which any person may have or hereafter acquire under this Restated Certificate or under any statute, by-law, agreement, vote of stockholders or disinterested Directors or otherwise.

Section 9.Merger or Consolidation. For purposes of this Article Eight, references to the “Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this

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Article Eight with respect to the resulting or surviving Corporation as he or she would have with respect to such constituent Corporation if its separate existence had continued.

Section 10.Savings Clause. If this Article Eight or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person entitled to indemnification under Section 2 of this Article Eight as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, Employment Retirement Income Security Act of 1974 excise taxes and penalties and penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification is available to such person pursuant to this Article Eight to the full extent permitted by any applicable portion of this Article Eight that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE NINE

Section 1.Competition and Corporate Opportunities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or in being offered any opportunity to participate in, any business opportunities that are presented to any of its Directors or stockholders, except that the foregoing shall not apply to any member of management of the Corporation or any of its subsidiaries that is also a Director or a stockholder.

Section 2.Amendment of this Article. Notwithstanding anything to the contrary elsewhere contained in this Certificate of Incorporation, the affirmative vote of the holders of at least 66 2/3 % of the voting power of all shares of Common Stock then outstanding, voting together as a single class, shall be required to alter, amend or repeal, or to adopt any provision inconsistent with, this Article Nine.

Section 3.Deemed Notice. Any person or entity purchasing or otherwise acquiring any interest in any shares of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article Nine.

ARTICLE TEN

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE ELEVEN

The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE TWELVE

Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or any creditor or stockholder thereof or on the application of

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a receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors, and/or the shareholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders, or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

* * * * * *

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State of Delaware

Secretary of State

Division of Corporations

Delivered 11:23 AM 11/22/2010

FILED 11:21 AM 11/22/2010

SRV 101110325 - 4888968 FILE

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
VIKING PRODUCTS MARKETING INC.

Under Section 242 of the Delaware Corporation Law

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the undersigned officer of Viking Products Marketing Inc., a Delaware corporation (the “Corporation”), does hereby certify the following:

FIRST:The name of the Corporation is Viking Products Marketing Inc.

SECOND:The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on October 25, 2010.

THIRD:The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to effect a change in Article One thereof, relating to the name of the Corporation. Accordingly, Article One of the Amended and Restated Certificate of Incorporation shall be amended to read as follows:

The name of the corporation is Armored AutoGroup Sales Inc. (hereinafter called the “Corporation”).

FOURTH:This amendment to the Amended and Restated Certificate of Incorporation of the Corporation effected hereby was approved by the Board of Directors of the Corporation, and by written consent of the sole holder of the issued and outstanding capital stock of the Corporation.

IN WITNESS WHEREOF, the undersigned affirms as true the foregoing under penalties of perjury, and has executed this Certificate this 22nd day of November, 2010.

By:	/s/ David Lundstedt
Name:	David Lundstedt
Title:	President and Chief Executive Officer

EX-3.8

Exhibit 3.8

BY-LAWS

OF

ARMORED AUTOGROUP SALES INC.

A Delaware Corporation

ARTICLE I

OFFICES

Registered Office.  The registered office of the corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington Delaware 19808, in the County of New Castle.  The name of the corporation’s registered agent at such address shall be Corporation Service Company.  The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Other Offices.  The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Place and Time of Meetings.  An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting.  The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the chief executive officer of the corporation.

Special Meetings.  Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.  Such meetings may be called at any time by two or more members of the board of directors or the chief executive officer and shall be called by the chief executive officer upon the written request of holders of shares entitled to cast not less than fifty percent (50%) of the outstanding shares of any series or class of the corporation’s Capital Stock.

Place of Meetings.  The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Notice.  Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting.  All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the chief executive officer or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Stockholders List.  The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Quorum.  Except as otherwise provided by applicable law or by the Certificate of Incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented.

Adjourned Meetings.  When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Vote Required.  When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions

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of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.  Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

Voting Rights.  Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Proxies.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy.  Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

Action by Written Consent.  Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office.  All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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ARTICLE III

DIRECTORS

General Powers.  The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Number, Election and Term of Office.  The number of directors which shall constitute the board as of the effective date of these by-laws shall be not less than one (1) and not more than six (6).  Thereafter, the number of directors shall be established from time to time by resolution of the board.  The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors.  The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III.  Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Removal and Resignation.  Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.  Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.  Any director may resign at any time upon written notice to the corporation.

Vacancies.  Except as otherwise provided by the Certificate of Incorporation of the corporation or any amendments thereto, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon or by a majority of the members of the board of directors.  Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Annual Meetings.  The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Other Meetings and Notice.  Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board.  Special meetings of the board of directors may be called by or at the request of the chief executive officer or president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the chief executive officer must call a special meeting on the written request of at least a majority of the directors.

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Quorum, Required Vote and Adjournment.  A majority of the total number of directors then in office (without regard to any then vacancies on the board) shall constitute a quorum for the transaction of business.  The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Committees.  The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law.  The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.  Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Committee Rules.  Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee.  Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum.  In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Communications Equipment.  Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Waiver of Notice and Presumption of Assent.  Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to any member who voted in favor of such action.

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Action by Written Consent.  Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all the then members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Number.  The officers of the corporation shall be elected by the board of directors and may consist of a chairman, a chief executive officer, two or more president, one or more vice president, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors.  Any number of offices may be held by the same person.  In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Election and Term of Office.  The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be.  Vacancies may be filled or new offices created and filled at any meeting of the board of directors.  Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Removal.  Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Vacancies.  Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Compensation.  Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

The Chairman of the Board.  The Chairman of the Board, if one shall have been elected, shall be a member of the board, may be an officer of the Corporation, and, if present, shall preside at each meeting of the board of directors or shareholders.  He shall advise the chief executive officer, and in the chief executive officer’s absence, other officers of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

The Chief Executive Officer.  In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the chief executive officer shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of

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the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect.  The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

President; Vice Presidents.  The president shall, in the absence or disability of the chief executive officer, act with all of the powers and be subject to all of the restrictions of the chief executive officer.  The president shall also perform such other duties and have such other powers as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe.  The vice-president, if any, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president.  The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

The Secretary and Assistant Secretaries.  The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose.  Under the chief executive officer’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation.  The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.  The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chief executive officer, or secretary may, from time to time, prescribe.

The Treasurer and Assistant Treasurer.  The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the chief executive officer and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe.  If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of

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all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation.  The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer.  The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chief executive officer, the president or treasurer may, from time to time, prescribe.

Other Officers, Assistant Officers and Agents.  Officers, assistant officers and agents, if any, which officers may include officers of any division of the Corporation, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Absence or Disability of Officers.  In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Nature of Indemnity.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation.  The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition.  The corporation may, by action of its board of directors, provide indemnification to employees and agents of the

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corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Procedure for Indemnification of Directors and Officers.  Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer.  If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request.  If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction.  Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation.  Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Nonexclusivity of Article V.  The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Insurance.  The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

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Expenses.  Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation.  Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Employees and Agents.  Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Contract Rights.  The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Merger or Consolidation.  For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Form.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman of the board, the chief executive officer, the the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation.  If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chairman of the board, chief executive officer, president, vice-president, secretary, or assistant secretary may be facsimiles.  In case any officer or officers who have signed, or whose

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facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation.  Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps.  In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books.  The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Lost Certificates.  The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Fixing a Record Date for Stockholder Meetings.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Fixing a Record Date for Action by Written Consent.  In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon

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which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors.  If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Fixing a Record Date for Other Purposes.  In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Subscriptions for Stock.  Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors.  Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series.  In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Dividends.  Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the  certificate of incorporation.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

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Checks, Drafts or Orders.  All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Contracts.  The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Loans.  The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation.  The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.  Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Corporate Seal.  The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Voting Securities Owned By Corporation.  Voting securities in any other corporation held by the corporation shall be voted by the chief executive officer, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer.  Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Inspection of Books and Records.  Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom.  A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder.  In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder.  The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

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Section Headings.  Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Inconsistent Provisions.  In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote.  The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.9

Exhibit 3.9

State of DelawareSecretary of StateDivision of Corporations
Delivered 08:30 AM 11/03/2010FILED 08:23 AM 11/03/2010
SRV 101050273 - 4892696 FILE

CERTIFICATE OF FORMATION

OF

ARMORED AUTOGROUP (U.S.) LLC

This Certificate of Formation of Armored AutoGroup (U.S.) LLC (the “LLC”) has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Act (6 Del. C. § 18-101, et. seq.).

FIRST. The name of the limited liability company formed hereby is Armored AutoGroup (U.S.), LLC.

SECOND. The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

1N WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the 3rd day of November, 2010.

By:	/s/ David N. Britsch
	David N. Britsch, Authorized Person

State of DelawareSecretary of StateDivision of Corporations
Delivered 01:53 PM 11/03/2010FILED 01:50 PM 11/03/2010
SRV 101053256 - 4892696 FILE

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF FORMATION

OF

ARMORED AUTOGROUP (U.S.) LLC

FIRST: The name of the limited liability company is Armored AutoGroup (U.S.) LLC.

SECOND: The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of the limited liability company is hereby amended to AA Group (U.S.) - A LLC.

IN WITNESS WHEREOF, the undersigned has duly executed, signed and acknowledged this Certificate of Amendment as of the 3rd day of November, 2010.

By:	/s/ David N. Britsch
	Name: David N. Britsch
	Title: Authorized Person

EX-3.10

Exhibit 3.10

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

AA GROUP (U.S.) - A LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of April     , 2011, and effective as of November 3, 2010, of AA Group (U.S.) - A LLC, a Delaware limited liability company (the “Company”), is entered into by the undersigned (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees, effective as of November 3, 2010, to amend and restate its initial limited liability agreement, as follows:

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1.Name.  The name of the limited liability company is AA Group (U.S.) - A LLC (the “Company”).

2.Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3.Members.  The name and mailing address of the Member is as follows:

Name	Address
Armored Auto Group Inc.	39 Old Ridgebury Road Danbury, CT 06810

4.Capitalization.  The Member’s interest in the Company, including the Member’s interest, if any, in the capital, income, gains, losses, deductions and expenses of the Company, and the right to vote, if any, on matters affecting the Company or the Member’s interest therein, as provided by the Delaware Act or this Agreement, shall be represented by 100 units of limited liability company interest (each a “Unit”).  All Units issued hereunder shall be issued in uncertificated form, and shall be recorded in a register held and updated by the Company from time to time.  Each Unit shall entitled the holder thereof to one (1) vote for all matters which the holders of Units are entitled to vote hereunder.  Each Unit shall be transferable hereunder, and any transfer of a Unit shall entitle the transferee thereof to the rights of a holder of such Units hereunder.

5.Liability of Members.  Except as otherwise required by applicable law or as expressly set forth in this Agreement, no holder of Units shall have any personal liability whatsoever in

such Unitholder’s capacity as a holder of Units, whether to the Company, to any of the other holders of Units, to the creditors of the Company or to any other third Person for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise (including those arising as a holder of Units or an equityholder, an owner or a shareholder of another Person).  Each holder of Units shall be liable only to make such holder’s capital contribution to the Company, if applicable, and the other payments provided for expressly herein.

6.Capital Contributions by the Members.  The Member shall not be obligated to make capital contributions to the Company and the Units shall be nonassessable.  No Member will be paid any interest on its capital contributions to the Company.

7.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated entirely to the Member, and the Member’s distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated in a manner that as closely as possible gives economic effect to Section 7 to the fullest extent permitted by §§ 704(b) and (c) of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder.

8.Distributions.  Distributions shall be made to the Member at the time  determined by the Board and shall be distributed to the Member in proportion to the relative number of Units held by the Member.  All assets of the Company shall be vested in the Company and not in or owned by the Member unless distributed pursuant to this Section 8.

9.Board of Managers.

(a)Establishment.  There is hereby established a board of managers (the “Board”) comprised of natural Persons (the “Managers”) having the authority and duties set forth in this Agreement and the Delaware Act.  For all business that is put to the vote of the Board, each Manager of the Company shall be entitled to one (1) vote. Any decisions to be made by the Board shall require the approval of a majority of the Board.  Except as provided in the immediately preceding sentence, no Manager acting alone, or with any other Manager or Managers, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Manager.  Each Manager shall be a “manager” (as that term is defined in the Delaware Act) of the Company, but, notwithstanding the foregoing, no Manager shall have any rights or powers beyond the rights and powers granted to such Manager in this Agreement.  Managers need not be residents of the State of Delaware.

(b)Powers.  The business and affairs of the Company shall be managed by or under the direction of the Board.  All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board.  Managers shall have the duties, powers and rights of Managers under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

(c)Number of Managers; Term of Office.  The authorized number of Managers shall, as of the date hereof, be two (2) Managers and hereafter the authorized number of Managers may be increased or decreased by the Board.  The Managers shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal.  The initial Managers shall be David Lundstedt and Derek Gordon; and such persons shall hold office as a Manager until his or her respective successor is elected or until his or her earlier death, resignation or removal.

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(d)Removal.  The Board may remove, with or without cause, any Manager and fill the vacancy, although less than a quorum, and any Manager so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

(e)Resignation.  A member of the Board of Managers may resign at any time by giving written notice to that effect to the Company.  Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.  Any vacancy caused by any such resignation or by the death of any Manager or any vacancy for any other reason may be filled by a majority of the Board, although less than a quorum, and any Manager so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

(f)Meetings of the Board.  The Board shall meet at such time and at such place (either within or without the State of Delaware) as the Board may designate.  Meetings of the Board shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or two (2) Business Days’ (if the meeting is to be held by telephone communications) prior written notice to the Managers, or upon such shorter notice as may be approved by all of the Managers.  Any Manager may waive such notice as to himself.  A record shall be maintained by the Secretary of the Company of each meeting of the Board.

(g)Conduct of Meetings.  Any meeting of the Managers may be held, and any Manager may attend and vote and be present at a meeting, in person (including by proxy given to another Manager) or telephonically.

(h)Quorum.  The presence (in person, telephonically, by proxy or by operation of this Section 8(h)) of a majority of the Board shall constitute a quorum of the Board for purposes of conducting business.  At all times when the Board is conducting business at a meeting of the Board, a quorum of the Board must be present at such meeting.  If a quorum shall not be present at any meeting of the Board, then Managers having a majority of the votes of the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

(i)Attendance and Waiver of Notice.  Attendance by a Manager at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

(j)Actions Without a Meeting.  Notwithstanding any provision contained in this Agreement, any action of the Board may be taken by written consent without a meeting.  Any such action taken by the Board without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board.

(k)Compensation of the Managers.  Managers, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by a majority of the Board.  In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board, provided that nothing contained in this Agreement shall be construed to preclude any Manager from

3

serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

10.Officers.  The officers of the Company, if any, shall be appointed by the Board in its sole discretion.  The initial officers of the Company are set forth on Schedule 1 attached hereto. Unless such appointment provides otherwise, each officer so appointed shall have such powers and duties as are provided in the following:

(a)Chief Executive Officer.  Subject to the direction of the Board, the Chief Executive Officer shall have, and exercise, direct charge of, and general supervision over, the business and affairs of the Company, and the Chief Executive Officer shall perform all duties incident to the office of a Chief Executive Officer in a corporation organized under the Delaware General Corporation Law.

(b)President.  The powers, duties, and responsibilities of the Vice Presidents shall be fixed by the President, with the approval of the Board, and the President shall perform all duties incident to the office of a President in a corporation organized under the Delaware General Corporation Law.

(c)Vice Presidents.  The powers, duties, and responsibilities of the Vice Presidents shall be fixed by the President, with the approval of the Board.  A Vice President may be designated as an Executive Vice President, a Senior Vice President or a Vice President with a functional title.

(d)Secretary.  The Secretary shall attend all meetings of the Board and record their proceedings, unless a temporary secretary is appointed.  The Secretary shall give due notice, as required, of all meetings of the Board, and the Secretary shall keep, or cause to be kept, at a place or places required by law, a record of the members and officers of the Company, giving the names and addresses of all such members and officers.  The Secretary shall be the custodian of all records, contracts, leases and other papers and documents of the Company, unless otherwise directed by the Board, and shall perform such other duties as the Board, or the President, may designate.  In the case of the Secretary’s absence or incapacity, the President may designate an appropriate officer to perform the duties of the Secretary.

(e)Subordinate Officers.  Each subordinate officer shall hold office for such period, have such authority, and perform such duties as the Board may prescribe.  The Board may from time to time authorize any officer to appoint and remove subordinate officers and to prescribe the powers and duties thereof.  Each such officer shall also have such additional powers and duties as from time to time may be conferred by the Board.  Any number of offices may be held by the same person.  Each officer shall hold office until his or her successor shall be duly appointed and shall qualify or until his or her death, until he or she shall resign, or until he or she shall have been removed, either with or without cause, by the Board in its sole discretion.  The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed by the Board. Any appointment pursuant to this Section 10 may be revoked at any time by the Board.

11.Limitations on Authority.  The authority of the Board over the conduct of the business affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

12.Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless any member, manager, officer or employee of the Company from and

4

against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the Company.

13.Dissolution.  The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:  (a) the written consent of the Member to such effect; and (b) the entry of a decree of judicial dissolution under § 18-802 of the Act.

14.Consents by Member.  Any action that may be taken by the Member at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the Member.

15.Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Board to such effect.

16.Governing Law.  This Agreement shall be construed and enforced in accordance with and governed by, the laws of the State of Delaware.

*     *     *

5

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amended and Restated Limited Liability Company Agreement as of the date above first written.

ARMORED AUTOGROUP INC.
By:	/s/ David Burgstahler
	Name:	David Burgstahler
	Title:	President

Signature Page to Limited Liability Company Agreement

Schedule 1

Initial Officers

Name	Title
David Lundstedt	President and Chief Executive Officer
Derek Gordon	Secretary
Bevin O’Neil	Assistant Secretary

EX-3.11

Exhibit 3.11

State of DelawareSecretary of State
Division of Corporations
Delivered 01:53 PM 11/03/2010FILED 01:48 PM 11/03/2010
SRV 101053231 - 4893186 FILE

CERTIFICATE OF FORMATION

OF

AA GROUP (U.S.) - B LLC

This Certificate of Formation of AA Group (U.S.) - B LLC (the “LLC”) has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Act (6 Del. C. § 18-101, et. seq.).

FIRST. The name of the limited liability company formed hereby is AA Group (U.S.) - B LLC.

SECOND. The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the 3rd day of November, 2010.

By:	/s/ David N. Britsch
	David N. Britsch, Authorized Person

EX-3.12

Exhibit 3.12

LIMITED LIABILITY COMPANY AGREEMENT

OF

AA GROUP (U.S.) - B LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of November 3, 2010, of AA Group (U.S.) - B LLC, a Delaware limited liability company (the “Company”), is entered into by the undersigned (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1.Name.  The name of the limited liability company is AA Group (U.S.) - B LLC (the “Company”).

2.Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3.Members.  The name and mailing address of the Member is as follows:

Name	Address
Viking Acquisition Inc.	c/o Avista Capital Partners 65 E. 55th Street 18th Floor New York, NY 10022

4.Capitalization.  The Member’s interest in the Company, including the Member’s interest, if any, in the capital, income, gains, losses, deductions and expenses of the Company, and the right to vote, if any, on matters affecting the Company or the Member’s interest therein, as provided by the Delaware Act or this Agreement, shall be represented by 100 units of limited liability company interest (each a “Unit”).  All Units issued hereunder shall be issued in uncertificated form.

5.Capital Contributions by the Members.  The Member shall not be obligated to make capital contributions to the Company and the Units shall be nonassessable.

6.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated entirely to the Member, and the Member’s distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated in a manner that as closely as possible gives economic effect to Section 7 to the fullest extent permitted by §§ 704(b) and (c) of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder.

7.Distributions.  Distributions shall be made to the Member at the time determined by the Board and shall be distributed to the Member in proportion to the relative number of Units held by the Member.

8.Board of Managers.

(a)Establishment.  There is hereby established a board of managers (the “Board”) comprised of natural Persons (the “Managers”) having the authority and duties set forth in this Agreement and the Delaware Act.  For all business that is put to the vote of the Board, each Manager of the Company shall be entitled to one (1) vote. Any decisions to be made by the Board shall require the approval of a majority of the Board.  Except as provided in the immediately preceding sentence, no Manager acting alone, or with any other Manager or Managers, shall have the power to act for or on behalf of, or to bind the Company in his or her capacity as a Manager.  Each Manager shall be a “manager” (as that term is defined in the Delaware Act) of the Company, but, notwithstanding the foregoing, no Manager shall have any rights or powers beyond the rights and powers granted to such Manager in this Agreement.  Managers need not be residents of the State of Delaware.

(b)Powers.  The business and affairs of the Company shall be managed by or under the direction of the Board.  All actions outside of the ordinary course of business of the Company, to be taken by or on behalf of the Company, shall require the approval of the Board.  Managers shall have the duties, powers and rights of Managers under Delaware law applicable to directors of corporations organized under the Delaware General Corporation Law.

(c)Number of Managers; Term of Office.  The authorized number of Managers shall, as of the date hereof, be two (2) Managers and hereafter the authorized number of Managers may be increased or decreased by the Board.  The Managers shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Member and shall hold office until their respective successors are elected or until their earlier death, resignation or removal.  The initial Managers shall be David Lundstedt and Derek Gordon; and such persons shall hold office as a Manager until his or her respective successor is elected or until his or her earlier death, resignation or removal.

(d)Removal.  The Board may remove, with or without cause, any Manager and fill the vacancy, although less than a quorum, and any Manager so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

(e)Resignation.  A member of the Board of Managers may resign at any time by giving written notice to that effect to the Company.  Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.  Any vacancy caused by any such resignation or by the death of any Manager or any vacancy for any other reason may be filled by a majority of the Board, although less than a quorum, and any Manager so elected to fill any such vacancy shall hold office until his successor is elected or until his earlier death, resignation or removal.

(f)Meetings of the Board.  The Board shall meet at such time and at such place (either within or without the State of Delaware) as the Board may designate.  Meetings of the Board shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or two (2) Business Days’ (if the meeting is to be held by telephone communications) prior written notice to the Managers, or upon such shorter notice as may be approved by all of the Managers.  Any Manager may waive such notice as to himself.  A record shall be maintained by the Secretary of the Company of each meeting of the Board.

2

(g)Conduct of Meetings.  Any meeting of the Managers may be held, and any Manager may attend and vote and be present at a meeting, in person (including by proxy given to another Manager) or telephonically.

(h)Quorum.  The presence (in person, telephonically, by proxy or by operation of this Section 8(h)) of a majority of the Board shall constitute a quorum of the Board for purposes of conducting business.  At all times when the Board is conducting business at a meeting of the Board, a quorum of the Board must be present at such meeting.  If a quorum shall not be present at any meeting of the Board, then Managers having a majority of the votes of the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

(i)Attendance and Waiver of Notice.  Attendance by a Manager at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

(j)Actions Without a Meeting.  Notwithstanding any provision contained in this Agreement, any action of the Board may be taken by written consent without a meeting.  Any such action taken by the Board without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a majority of the Board.

(k)Compensation of the Managers.  Managers, as such, shall not receive any stated salary for their services, but shall receive such reasonable compensation for their services as may be from time to time agreed upon by a majority of the Board.  In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board, provided that nothing contained in this Agreement shall be construed to preclude any Manager from serving the Company or any of its subsidiaries in any other capacity and receiving reasonable compensation for such service.

9.Officers.  The officers of the Company, if any, shall be appointed by the Board in its sole discretion.  The initial officers of the Company are set forth on Schedule 1 attached hereto. Unless such appointment provides otherwise, each officer so appointed shall have such powers and duties as are provided in the following:

(a)Chief Executive Officer.  Subject to the direction of the Board, the Chief Executive Officer shall have, and exercise, direct charge of, and general supervision over, the business and affairs of the Company, and the Chief Executive Officer shall perform all duties incident to the office of a Chief Executive Officer in a corporation organized under the Delaware General Corporation Law.

(b)President.  The powers, duties, and responsibilities of the Vice Presidents shall be fixed by the President, with the approval of the Board, and the President shall perform all duties incident to the office of a President in a corporation organized under the Delaware General Corporation Law.

(c)Vice Presidents.  The powers, duties, and responsibilities of the Vice Presidents shall be fixed by the President, with the approval of the Board.  A Vice President may be designated as an Executive Vice President, a Senior Vice President or a Vice President with a functional title.

3

(d)Secretary.  The Secretary shall attend all meetings of the Board and record their proceedings, unless a temporary secretary is appointed.  The Secretary shall give due notice, as required, of all meetings of the Board, and the Secretary shall keep, or cause to be kept, at a place or places required by law, a record of the members and officers of the Company, giving the names and addresses of all such members and officers.  The Secretary shall be the custodian of all records, contracts, leases and other papers and documents of the Company, unless otherwise directed by the Board, and shall perform such other duties as the Board, or the President, may designate.  In the case of the Secretary’s absence or incapacity, the President may designate an appropriate officer to perform the duties of the Secretary.

(e)Subordinate Officers.  Each subordinate officer shall hold office for such period, have such authority, and perform such duties as the Board may prescribe.  The Board may from time to time authorize any officer to appoint and remove subordinate officers and to prescribe the powers and duties thereof.  Each such officer shall also have such additional powers and duties as from time to time may be conferred by the Board.  Any number of offices may be held by the same person.  Each officer shall hold office until his or her successor shall be duly appointed and shall qualify or until his or her death, until he or she shall resign, or until he or she shall have been removed, either with or without cause, by the Board in its sole discretion.  The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed by the Board. Any appointment pursuant to this Section 10 may be revoked at any time by the Board.

10.Limitations on Authority.  The authority of the Board over the conduct of the business affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

11.Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless any member, manager, officer or employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the Company.

12.Dissolution.  The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:  (a) the written consent of the Member to such effect; and (b) the entry of a decree of judicial dissolution under § 18-802 of the Act. On the dissolution of the Company, the Board shall act as liquidator or (in its sole discretion) may appoint one or more representatives, Members or other persons or entities as liquidator(s).  The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act.  The costs of liquidation shall be borne as a Company expense.  Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Board.  The steps to be accomplished by the liquidators are as follows: (x) the liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine); and (y) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with clause (x) of this Section 12, a final allocation of all items of profits and losses shall be made in accordance with Section 6, and all remaining assets of the Company shall be distributed in accordance with Section 7.

13.Consents by Member.  Any action that may be taken by the Member at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the Member.

4

14.Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Board to such effect.

15.Governing Law.  This Agreement shall be construed and enforced in accordance with and governed by, the laws of the State of Delaware.

*     *     *

5

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date above first written.

VIKING ACQUISITION INC.
By:	/s/ David Burgstahler
	Name:	David Burgstahler
	Title:	President

Signature Page to Limited Liability Company Agreement

Schedule 1

Initial Officers

Name	Title
David Lundstedt	President and Chief Executive Officer
Derek Gordon	Secretary

EX-4.1

Exhibit 4.1

EXECUTION VERSION

VIKING ACQUISITION INC.

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS TRUSTEE

9¼% Senior Notes due 2018

INDENTURE

Dated as of November 5, 2010

Table of Contents

			Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			1
	SECTION 1.1.	Definitions	1
	SECTION 1.2.	Other Definitions	34
	SECTION 1.3.	Incorporation by Reference of Trust Indenture Act	37
	SECTION 1.4.	Rules of Construction	37
ARTICLE II THE NOTES			38
	SECTION 2.1.	Form, Dating and Terms	38
	SECTION 2.2.	Execution and Authentication	47
	SECTION 2.3.	Registrar and Paying Agent	48
	SECTION 2.4.	Paying Agent to Hold Money in Trust	49
	SECTION 2.5.	Holder Lists	49
	SECTION 2.6.	Transfer and Exchange	49
	SECTION 2.7.	Form of Certificate to be Delivered upon Termination of Restricted Period	54
	SECTION 2.8.	Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors	55
	SECTION 2.9.	Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S	56
	SECTION 2.10.	Mutilated, Destroyed, Lost or Stolen Notes	58
	SECTION 2.11.	Outstanding Notes	59
	SECTION 2.12.	Temporary Notes	59
	SECTION 2.13.	Cancellation	60
	SECTION 2.14.	Payment of Interest; Defaulted Interest	60
	SECTION 2.15.	CUSIP, Common Code and ISIN Numbers	61
ARTICLE III COVENANTS			62
	SECTION 3.1.	Payment of Notes	62
	SECTION 3.2.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	62
	SECTION 3.3.	Limitation on Restricted Payments	68
	SECTION 3.4.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	78
	SECTION 3.5.	Limitation on Asset Sales	80
	SECTION 3.6.	Limitation on Liens	83
	SECTION 3.7.	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	83
	SECTION 3.8.	Transactions with Affiliates	84
	SECTION 3.9.	[RESERVED.]	86
	SECTION 3.10.	Change of Control	86

i

				Page
	SECTION 3.11.	Reports and other information		88
	SECTION 3.12.	Maintenance of Office or Agency		91
	SECTION 3.13.	Corporate Existence		91
	SECTION 3.14.	Payment of Taxes		91
	SECTION 3.15.	Payments for Consent		91
	SECTION 3.16.	Compliance Certificate		92
	SECTION 3.17.	Further Instruments and Acts		92
	SECTION 3.18.	Limitation on Lines of Business		92
	SECTION 3.19.	Statement by Officers as to Default		92
	SECTION 3.20.	Suspension of Certain Covenants		92
ARTICLE IV SUCCESSOR COMPANY				93
	SECTION 4.1.	Merger, Consolidation or Sale of All or Substantially All Assets		93
ARTICLE V REDEMPTION OF SECURITIES				95
	SECTION 5.1.	Notices to Trustee		95
	SECTION 5.2.	Selection of Notes to Be Redeemed or Purchased		96
	SECTION 5.3.	Notice of Redemption		96
	SECTION 5.4.	Effect of Notice of Redemption		97
	SECTION 5.5.	Deposit of Redemption or Purchase Price		97
	SECTION 5.6.	Notes Redeemed or Purchased in Part		97
	SECTION 5.7.	Optional Redemption		98
	SECTION 5.8.	Mandatory Redemption		99
ARTICLE VI DEFAULTS AND REMEDIES				99
	SECTION 6.1.	Events of Default		99
	SECTION 6.2.	Acceleration		101
	SECTION 6.3.	Other Remedies		102
	SECTION 6.4.	Waiver of Past Defaults		102
	SECTION 6.5.	Control by Majority		102
	SECTION 6.6.	Limitation on Suits		102
	SECTION 6.7.	Rights of Holders to Receive Payment		103
	SECTION 6.8.	Collection Suit by Trustee		103
	SECTION 6.9.	Trustee May File Proofs of Claim		103
	SECTION 6.10.		Priorities	104
	SECTION 6.11.		Undertaking for Costs	104
ARTICLE VII TRUSTEE				104
	SECTION 7.1.	Duties of Trustee		104
	SECTION 7.2.	Rights of Trustee		106
	SECTION 7.3.	Individual Rights of Trustee		107
	SECTION 7.4.	Trustee’s Disclaimer		107

ii

				Page
	SECTION 7.5.	Notice of Defaults		107
	SECTION 7.6.	Reports by Trustee to Holders		108
	SECTION 7.7.	Compensation and Indemnity		108
	SECTION 7.8.	Replacement of Trustee		109
	SECTION 7.9.	Successor Trustee by Merger		110
	SECTION 7.10.		Eligibility; Disqualification	110
	SECTION 7.11.		Preferential Collection of Claims Against the Issuer	110
	SECTION 7.12.		Trustee’s Application for Instruction from the Issuer	110
ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE				111
	SECTION 8.1.	Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance		111
	SECTION 8.2.	Legal Defeasance and Discharge		111
	SECTION 8.3.	Covenant Defeasance		111
	SECTION 8.4.	Conditions to Legal or Covenant Defeasance		112
	SECTION 8.5.	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions		113
	SECTION 8.6.	Repayment to the Issuer		114
	SECTION 8.7.	Reinstatement		114
ARTICLE IX AMENDMENTS				115
	SECTION 9.1.	Without Consent of Holders		115
	SECTION 9.2.	With Consent of Holders		116
	SECTION 9.3.	Compliance with Trust Indenture Act		118
	SECTION 9.4.	Revocation and Effect of Consents and Waivers		118
	SECTION 9.5.	Notation on or Exchange of Notes		118
	SECTION 9.6.	Trustee to Sign Amendments		118
ARTICLE X GUARANTEE				119
	SECTION 10.1.		Guarantee	119
	SECTION 10.2.		Limitation on Liability; Termination, Release and Discharge	121
	SECTION 10.3.		Right of Contribution	122
	SECTION 10.4.		No Subrogation	123
ARTICLE XI RESERVED				123
ARTICLE XII SATISFACTION AND DISCHARGE				123
	SECTION 12.1.		Satisfaction and Discharge	123
	SECTION 12.2.		Application of Trust Money	124
ARTICLE XIII MISCELLANEOUS				125
	SECTION 13.1.		Trust Indenture Act Controls	125
	SECTION 13.2.		Notices	125

iii

					Page
	SECTION 13.3.		Communication by Holders with other Holders		126
	SECTION 13.4.		Certificate and Opinion as to Conditions Precedent		127
	SECTION 13.5.		Statements Required in Certificate or Opinion		127
	SECTION 13.6.		When Notes Disregarded		127
	SECTION 13.7.		Rules by Trustee, Paying Agent and Registrar		127
	SECTION 13.8.		Legal Holidays		127
	SECTION 13.9.		GOVERNING LAW		128
	SECTION 13.10.			USA Patriot Act	128
	SECTION 13.11.			No Recourse Against Others	128
	SECTION 13.12.			Successors	128
	SECTION 13.13.			Multiple Originals	128
	SECTION 13.14.			Qualification of Indenture	128
	SECTION 13.15.			Table of Contents; Headings	128
	SECTION 13.16.			WAIVERS OF JURY TRIAL	129
	SECTION 13.17.			Force Majeure	129
	SECTION 13.18.			Effectiveness of Provisions for the Guarantors	129
EXHIBIT A		Form of Series A Note
EXHIBIT B		Form of Series B Note
EXHIBIT C		Form of Indenture Supplement for Joinder of Guarantors
EXHIBIT D		Form of Indenture Supplement to Add Future Guarantors

iv

CROSS-REFERENCE TABLE

TIA Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.3; 7.8; 7.10
(c)	7.10
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.5
(b)	13.3
(c)	13.3
313(a)	7.6
(b)(1)	7.6; 13.2
(b)(2)	7.6; 13.2
(c)	7.6; 13.2
(d)	7.6
314(a)	3.11; 3.16; 13.5
(b)	N.A.
(c)(1)	13.4
(c)(2)	13.4
(c)(3)	N.A.
(d)	N.A.
(e)	13.5
315(a)	7.1
(b)	7.5; 13.2
(c)	7.1
(d)	7.1
(e)	6.11
316(a)(last sentence)	13.6
(a)(1)(A)	6.5
(a)(1)(B)	6.4
(a)(2)	N.A.
(b)	6.7
(c)	9.4
317(a)(1)	6.8
(a)(2)	6.9
(b)	2.4
318(a)	13.1

N.A. means Not Applicable.

Note:  This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

v

INDENTURE dated as of November 5, 2010, among VIKING ACQUISITION INC., a Delaware corporation (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Trustee”), as Trustee.

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (i) the Issuer’s 9¼% Senior Notes, Series A, due 2018, issued on the date hereof (the “Initial Notes”), (ii) if and when issued, an unlimited principal amount of additional 9¼% Senior Notes, Series A, due 2018 in a non-registered offering or 9¼% Senior Notes, Series B, due 2018 in a registered offering that may be offered from time to time subsequent to the Issue Date, in each case subject to Section 2.1 (the “Additional Notes”) as provided in Section 2.1(a) and (iii) if and when issued, the Issuer’s 9¼% Senior Notes, Series B, due 2018 that may be issued from time to time in exchange for Initial Notes or any Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement, as hereinafter defined, (the “Exchange Notes” and, together with the Initial Notes and Additional Notes, the “Notes”):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.   Definitions.

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

(1)           Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness 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.

“Acquisition” means the transactions contemplated by the Purchase Agreement.

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

“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.

“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 November 1, 2014 (such redemption price being set forth in the table appearing in Section 5.7(d)), plus (ii) all required interest payments due on such Note through November 1, 2014 (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 principal amount of such Note.

“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 (including by way of a Sale and Lease-Back Transaction) of the Issuer (other than any Equity Interests of the Issuer) or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 3.2 or directors’ qualifying shares and shares issued to foreign nationals as required under applicable law), whether in a single transaction or a series of related transactions in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale or no longer used in the ordinary course of business of the Issuer and its Restricted Subsidiaries;

(b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to Section 4.1 or any disposition that constitutes a Change of Control pursuant to the Indenture;

(c) the making of any Restricted Payment that is permitted to be made, and is made, under Section 3.3 and the making of any Permitted Investments;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $5.0 million;

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

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

(g) the lease, assignment, sub-lease, license or sublicense of any real or personal property in the ordinary course of business;

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

(i) foreclosures, condemnation or any similar action on assets;

(j) any disposition of Securitization Assets, or participations therein, in connection with any Qualified Securitization Financing, or the disposition of an account receivable or note receivable in connection with the collection or compromise thereof in the ordinary course of business;

(k) the granting of a Lien that is permitted by Section 3.6;

(l) the sale or issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by Section 3.2;

(m) any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations, permitted by the Indenture;

(n) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business; and

(o) the abandonment of intellectual property rights in the ordinary course of business, which in the good faith determination of the Issuer are not material to the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of a Person to have been duly adopted by the board of directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means each day which is not a Legal Holiday. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“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 capital stock;

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(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.

“Cash Equivalents” means:

(1)           United States dollars or in the case of a Foreign Subsidiary, any other foreign currency held by the Issuer and the Restricted Subsidiaries in the ordinary course of business;

(2)           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 24 months or less from the date of acquisition;

(3)           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 in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks, and in each case in a currency permitted under clause (1)  above;

(4)           repurchase obligations for underlying securities of the types described in clauses (2) and (3) entered into with any financial institution meeting the qualifications specified in clause (3) above, and in each case in a currency permitted under clause (1) above;

(5)           commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof, and in each case in a currency permitted under clause (1) above;

(6)           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 (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof and in a currency permitted under clause (1) above;

(7)           investment funds investing 95% of their assets in securities of the types described in clauses (1) through (6) above;

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(8)           readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(9)           Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition and in each case in a currency permitted under clause (1) above;

(10)         Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s and in each case in a currency permitted under clause (1) above; and

(11)         credit card receivables and debit card receivables so long as such are considered cash equivalents under GAAP and are so reflected on the Issuer’s balance sheet.

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

“Cash Management Services” means any of the following to the extent not constituting a line of credit (other than an overnight overdraft facility that is not in default): ACH transactions, treasury and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services.

“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 (other than by way of merger or consolidation), of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than to (i) one or more Permitted Holders or (ii) any Guarantor; or

(2)           the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by 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), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent

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companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer.

“Code” means the Internal Revenue Code of 1986, as amended, or 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 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 (v) penalties and interest related to taxes, (w) any Additional Interest with respect to the Notes, (x) amortization of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Securitization Facility); plus

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

(3)interest income for such period.

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 net after-tax effect of extraordinary, non-recurring or unusual gains or losses, costs, charges or expenses (less all fees and expenses relating thereto) (including

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any such amounts relating to the Transactions to the extent incurred on or prior to the date that is the one year anniversary of the Issue Date), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded;

(2)           the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(3)           any net after-tax effect of income (loss) from disposed, abandoned or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded;

(4)           any net after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions (including sales or other dispositions of assets under a Securitization Facility) other than in the ordinary course of business, as determined in Good Faith by the Issuer, shall be excluded;

(5)           the Net Income 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 Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to the referent Person or a Restricted Subsidiary thereof in respect of such period (without duplication for purposes of Section 3.3 of any amounts included in Section 3.3(a)(C)(iv)(a));

(6)           solely for the purpose of determining the amount available for Restricted Payments under Section 3.3(a)(C)(i), the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, is otherwise restricted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(7)           effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in such Person’s consolidated financial statements, including adjustments to the inventory, property and equipment, software and other intangible assets (including favorable and unfavorable leases and contracts), 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 the Transactions

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or any consummated acquisition or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded;

(8)           any after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded;

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

(10)         any (i) non-cash compensation charge or expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights and (ii) income (loss) attributable to deferred compensation plans or trusts shall be excluded;

(11)         any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring costs incurred during such period as a result of any such transaction shall be excluded;

(12)         accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transactions in accordance with GAAP, shall be excluded;

(13)         any net unrealized gain or loss resulting from currency translation and gains or losses related to currency remeasurements of Indebtedness (including any unrealized net loss or gain resulting from hedge agreements for currency exchange risk); and

(14)         any net unrealized gains and losses resulting from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standards Codification Topic 815 and related pronouncements shall be excluded;

In addition, to the extent not already included in the Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under the Indenture.

Notwithstanding the foregoing, for the purpose of Section 3.3 only (other than Section 3.3(a)(C)(iv)), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted

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Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 3.3(a)(C)(iv).

“Consolidated Secured Debt Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Issuer’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and including, for the avoidance of doubt, all obligations relating to Qualified Securitization Financings) and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all Disqualified Stock and Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in Good Faith by the Issuer.

“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

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(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.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business in relation to this Indenture shall be principally administered, which office at the date of execution of this Indenture is located at Wells Fargo Bank, National Association, 625 Marquette Avenue, 11th Floor, MAC N9311-110, Minneapolis, MN 55479, Attn: Corporate Trust Services, and for purposes of Section 2.3 such office shall also mean the office or agency of the Trustee located at 608 Second Avenue South, N9303-121, Minneapolis, MN 55479, Attn: Corporate Trust Operations.

“Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among the Issuer, the lenders party thereto in their capacities as lenders thereunder and J.P. Morgan Securities LLC, as Administrative Agent, including any, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refunding 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 3.2).

“Debt Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refunding 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 is permitted under Section 3.2) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or investor or group of lenders or investors.

“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; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default shall be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

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“Definitive Notes” means certificated Notes for which DTC is not the Holder.

“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 or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or any parent company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer or the applicable parent company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 3.3(a)(iv)(C).

“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, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“DTC” means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository institution hereinafter appointed by the Issuer.

“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, 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 (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, plus amounts excluded from the definition of “Consolidated Interest Expense” pursuant to clauses 1(x)

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through 1(z) thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus

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

(d)any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including

(i)            such fees, expenses or charges related to the offering of the Notes, the Acquisition and the Credit Facilities and any Securitization Fees, and,

(ii)           any amendment or other modification of the Notes, the Credit Facilities and any Securitization Fees, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e)any other non-cash charges, expenses or losses reducing Consolidated Net Income for such period (including any impairment charges or the impact of purchase accounting), excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period; plus

(f)the amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses paid or accrued in such period to the Sponsor to the extent otherwise permitted under Section 3.8; plus

(g)the amount of “run-rate” cost savings and synergies projected by the Issuer in good faith and certified by the chief financial officer of the Issuer to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) the chief financial officer of the Issuer shall have certified that (x) such cost savings and synergies are reasonably identifiable, factually supportable and reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (y) such actions have been taken and the benefits resulting therefrom are anticipated by the Issuer to be realized within 18 months of the Issue Date, (B) no cost savings or synergies shall be added pursuant to this clause (g) to the extent duplicative of any expenses or charges relating to such cost savings or synergies that are included elsewhere in this definition with respect to such period or duplicative of any pro forma adjustments made pursuant to the definition of “Fixed Charge Coverage Ratio” and (C) the aggregate amount of cost savings and

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synergies added pursuant to this clause (g) shall not exceed 10% of EBITDA for any period of four consecutive fiscal quarters; plus

(h)the amount of loss on sale of Securitization Assets and related assets to the Securitization Subsidiary in connection with a Qualified Securitization Financing; plus

(i)any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in Section 3.3(a)(C); plus

(j)cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(k)any net loss included in the consolidated financial statements due to the application of Financial Accounting Standards No. 160 “Non-controlling Interests in Consolidated Financial Statements (“FAS 160”); plus

(l)rent expense as determined in accordance with GAAP not actually paid in cash during such period (net of rent expense paid in cash during such period over and above rent expense as determined in accordance with GAAP); plus

(m)realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Issuer and its Restricted Subsidiaries; plus

(n)net realized losses from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements;

(2)decreased (without duplication) by: (a) 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 any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period; plus (b) realized foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Issuer and its Restricted Subsidiaries; plus (c)

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any net realized income or gains from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements, plus (d) any net income included in the consolidated financial statements due to the application of FAS 160, plus (e) rent expense actually paid in cash during such period (net of rent expense paid in cash during such period in an amount equal to rent expense determined in accordance with GAAP), and

(3)increased or decreased by (without duplication), as applicable, any adjustments resulting from the application of Accounting Standards Codification Topic 460 or any comparable regulation.

“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-4 or Form S-8;

(2)           issuances to any Subsidiary of the Issuer; and

(3)           any such public or private sale that constitutes an Excluded Contribution.

“Event of Default” has the meaning set forth in Section 6.1.

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

“Exchange Notes” means any notes issued in exchange for Notes pursuant to the Registration Rights Agreement or similar agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from

(1)contributions to its common equity capital, and

(2)the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the

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date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in Section 3.3(a)(iv)(C).

“Fiscal Year” means the fiscal year of the Issuer ending on June 30 of each year or such other date as the board of directors of the Issuer may approve.

“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 unless 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 four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter 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 charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter 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 operations 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 operations had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be (x) made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings and operating expense reductions resulting from such Investment, acquisition, merger or consolidation (including the Transactions) or discontinued operations which is being given pro forma effect that have been or are expected to be realized or (y) determined in accordance with Regulation S-X. 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

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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 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 during such period; and

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

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“Foreign Subsidiary Total Assets” means the total assets of the Foreign Subsidiary or Subsidiaries that are not Guarantors, as determined in accordance with GAAP in good faith by the Issuer, without intercompany eliminations between such Foreign Subsidiaries and the Issuer and its other Subsidiaries, determined on a pro forma basis in a manner consistent with the pro forma basis contained in the definition of Fixed Charge Coverage Ratio.

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

“Good Faith by the Issuer” means the decision in good faith by a responsible financial officer of the Issuer; provided that (a) if such decision involves a determination of fair market value in excess of $1.0 million, the decision is made in good faith by the Senior Management of the Issuer and (b) if such decision involves a determination of fair market value in excess of $10.0 million, the decision is made in good faith by the board of directors of the Issuer.

“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

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which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“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 and the Notes.

“Guarantor” means each Restricted Subsidiary of the Issuer that provides a Guarantee of the Notes.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies.

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

“IAI” means an institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

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

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

(a)           in respect of borrowed money;

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

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(c)           representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business (and with respect to commercial letters of credit repaid in a timely manner) and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable; 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 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, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include Contingent Obligations incurred in the ordinary course of business. For the avoidance of doubt, Indebtedness does not include Cash Management Services.

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

“Independent Financial Advisor” means an independent accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses 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.

“Initial Notes” has the meaning ascribed to it in the second introductory paragraph of this Indenture.

“Initial Purchasers” means J.P. Morgan Securities LLC, RBC Capital Markets Corporation and Natixis Securities North America Inc.

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

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“Investment Grade Securities” means:

(1)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2)debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;

(3)investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4)corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“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, credit card and debit card receivables, 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 3.3,

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

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

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

(2)any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in Good Faith by the Issuer.

“Issue Date” means November 5, 2010.

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“Issuer” means Viking Acquisition Inc. and not any of its Subsidiaries.

“Legal Holiday” means a Saturday, a Sunday or a day on which the Trustee or 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.

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

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined 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, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof; taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness secured by a Lien on the assets disposed of required (other than required by Section 3.5(b)(1)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its 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 its 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 associated with such transaction.

“Non-Guarantor Subsidiary” means any Restricted Subsidiary that is not a Guarantor.

“Non-U.S. Person” means a Person who is not a U.S. Person (as defined in Regulation S).

“Notes” has the meaning ascribed to it in the second introductory paragraph of this Indenture.

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“Notes Custodian” means the custodian with respect to the Global Notes (as appointed by DTC), or any successor Person thereto and shall initially be the Trustee.

“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), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ 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.

“Offering Memorandum” means the final offering memorandum, dated October 29, 2010 relating to the offering by the Issuer of $275.0 million aggregate principal amount of Notes and any future offering memorandum relating to Additional 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 or the Secretary of the Issuer or any other Person, as the case may be.

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer or on behalf of any other Person, as the case may be, who, as to any Officer’s Certificate delivered to the Trustee pursuant to Section 3.16, must be the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer or such other Person that meets the requirements set forth in the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who may be an employee of or of counsel to the Issuer or other counsel reasonably acceptable to the Truste and that meets the requirements set forth in this Indenture.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalent received must be applied in accordance with Section 3.5.

“Permitted Holders” means the Sponsor and members of management of the Issuer (or its direct parent) who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, the Sponsor and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies held by such group. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture shall thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Investments” means

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

(2)any Investment in cash and Cash Equivalents or Investment Grade Securities;

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

(a)such Person becomes a Restricted Subsidiary; or

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

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

(4)any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 3.5 or any other disposition of assets not constituting an Asset Sale;

(5)any Investment existing on the Issue Date and any extension, modification, replacement or renewal of any such 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 increases 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 (or as subsequently amended or otherwise modified in a manner not disadvantageous to the Holders in any material respect);

(6)any Investment acquired by the Issuer or any of its Restricted Subsidiaries:

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

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

(7)Hedging Obligations permitted under Section 3.2(b)(10);

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(8)any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed the greater of (x) $10.0 million and (y) 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9)Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, however, that such Equity Interests shall not increase the amount available for Restricted Payments under Section 3.3(a)(C);

(10)guarantees of Indebtedness permitted under Section 3.2;

(11)any transaction to the extent it constitutes an Investment that is permitted and made in accordance with Section 3.8(b) (except transactions permitted by clauses (2), (5), (9), (11) and (15) of Section 3.8(b));

(12)Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13)additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) 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 (x) $10.0 million and (y) 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14)Investments relating to a Securitization Subsidiary that, in the good faith determination of the Issuer are necessary or advisable to effect any Qualified Securitization Financing;

(15)advances to, or guarantees of Indebtedness of, officers, directors and employees not in excess of $2.0 million outstanding at any one time, in the aggregate;

(16)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 or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof;

(17)Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons; and

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(18)contributions to a “rabbi” trust for the benefit of employees within the meaning of Revenue Procedure 92-64 or other grantor trust subject to the claims of creditors in the case of a bankruptcy of the Issuer.

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

(1)           pledges or deposits by such Person under workmen’s 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, materialmen’s, repairmen’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 if 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 which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, or for property taxes on property that the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claims is to such property;

(4)           Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5)           minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) 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 impair their use in the operation of the business of such Person;

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(6)           Liens securing Indebtedness permitted to be incurred pursuant to Section 3.2(b)(4) or Section 3.2(b)(18); provided that Liens securing Indebtedness permitted to be incurred pursuant to Section 3.2(b)(18) extend only to the assets of Foreign Subsidiaries;

(7)           Liens existing on the Issue Date (with the exception of Liens securing the Credit Facilities, on the Issue Date, which shall be deemed incurred pursuant to clause (33) of this definition;

(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, merger or consolidation; 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 3.2;

(11)         Liens securing Hedging Obligations and Cash Management Services so long as related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such 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;

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(17)         Liens on Securitization Assets and related assets incurred in connection with a Qualified Securitization Financing;

(18)         Liens to secure any refinancing, refunding, extension, renewal, modification or replacement (or successive refinancing, refunding, extensions, renewals, modifications or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (7), (8) and (9); 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, if greater, committed amount of the Indebtedness described under clauses (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19)         deposits made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements in the ordinary course of business;

(20)         other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $15.0 million at any one time outstanding;

(21)         Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.1(a)(5) 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;

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

(23)         Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code 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 set-off) and which are within the general parameters customary in the banking industry;

(24)         Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 3.2; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25)         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;

(26)         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,

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(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;

(27)         Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;

(28)         the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(29)         restrictive covenants affecting the use to which real property may be put; provided, however, that the covenants are complied with;

(30)         security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(31)         zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

(32)         Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(33)         Liens securing Indebtedness permitted to be incurred under Debt Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to Section 3.2(b)(1); and

(34)         Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 3.2; provided that, with respect to Liens securing Obligations permitted under this clause (34), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.25 to 1.0.

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.

“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of

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this definition, any Note authenticated and delivered under Section 2.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

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

“Purchase Agreement” means the Purchase and Sale Agreement, dated as of September 21, 2010, among The Clorox Company and Viking Acquisition Inc. as the same may be amended prior to the Issue Date.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined in Good Faith by the Issuer

“Qualified Securitization Financing” means any Securitization Facility of a Securitization Subsidiary that meets the following conditions: (i) the board of managers or directors of the Issuer shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and its Restricted Subsidiaries, (ii) all sales of Securitization Assets and related assets by the Issuer or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at fair market value (as determined in Good Faith by the Issuer), (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings and (iv) the Obligations under such Securitization Facility are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary). The grant of a security interest in any Securitization Assets of the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Credit Facilities shall not be deemed a Qualified Securitization Financing.

“QIB” means any “qualified institutional buyer” as such term is defined in Rule 144A.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“Registration Rights Agreement” means (i) the Registration Rights Agreement related to the Notes dated as of the Issue Date, among the Issuer, the Guarantors and the Initial Purchasers, as amended or supplemented, and (ii) any other registration rights agreement entered into in connection with the issuance of Additional Notes in a private offering by the Issuer after the Issue Date.

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

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

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“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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

“Restricted Notes” means Initial Notes and Additional Notes bearing one of the restrictive legends described in Section 2.1(d).

“Restricted Notes Legend” means the legend set forth in Section 2.1(d)(1) and, in the case of the Temporary Regulation S Global Note, the legend set forth in Section 2.1(d)(2).

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

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

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

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

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

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

“Securitization Asset” means any accounts receivable, real estate asset, mortgage receivables or related assets, in each case subject to a Securitization Facility.

“Securitization Facility” means any of one or more securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, pursuant to which the Issuer or any of its Restricted Subsidiaries sells its Securitization Assets to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells Securitization Assets to a Person that is not a Restricted Subsidiary.

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation interest therein issued or sold

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in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Qualified Securitization Financing.

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Securitization Subsidiary” means any Subsidiary in each case formed for the purpose of and that solely engages in one or more Qualified Securitization Financings and other activities reasonably related thereto.

“Senior Indebtedness” means:

(1)all Indebtedness of the Issuer or any Guarantor outstanding under the Credit Facilities or Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2)all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of the Indenture;

(3)any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and

(4)all Obligations with respect to the items listed in the preceding clause (1), (2) and (3); provided, however, that Senior Indebtedness shall not include:

(a)any obligation of such Person to the Issuer or any of its Subsidiaries;

(b)any liability for federal, state, local or other taxes owed or owing by such Person;

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(c)any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(d)any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such person; or

(e)that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture.

“Senior Management” means the Chief Executive Officer and the Chief Financial Officer of the Issuer.

“Shelf Registration Statement” shall have the meaning set forth in the Registration Rights Agreement.

“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.

“Sponsor” means Avista Capital Holdings, L.P., and each of its Affiliates but not including, however, any portfolio companies of any of the foregoing.

“Sponsor Management Agreement” means the management agreement between certain of the management companies associated with the Sponsor and the Issuer.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to be customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any Obligation, the date specified in such Obligation as the fixed date on which the payment of principal of such Obligation is due and payable, including pursuant to any mandatory redemption provision, but shall not include any date on which the payment of principal of such security is due and payable as a result of any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means, with respect to the Notes,

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

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(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.

“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, as of any date, the total consolidated 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, determined on a pro forma basis in a manner consistent with the pro forma basis contained in the definition of Fixed Charge Coverage Ratio.

“Transaction Expenses” means any fees or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the Transactions, including payments to officers, employees and members of the board of managers or directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options, restricted stock and deferred compensation.

“Transactions” means the transactions contemplated by the Purchase Agreement, the issuance of the Notes and borrowings under the Credit Facilities as in effect on 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 November 1, 2014; provided, however, that if the period from the Redemption Date to November 1, 2014 is less than one year, the weekly average

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yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-777bbbb).

“Trustee” means the party named as such in this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

“Trust Officer” shall mean, when used with respect to the Trustee, any corporate trust officer or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such corporate trust officers who shall have direct responsibility for the administration of this Indenture at the Corporate Trust Office, or any other officer of the Trustee to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject.

“Unrestricted Subsidiary” means:

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

(2)           any Subsidiary of an Unrestricted Subsidiary.

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

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

(2)such designation complies with Section 3.3, and

(3)each of:

(a)           the Subsidiary to be so designated; and

(b)           its Subsidiaries

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

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The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Default or Event of Default shall have occurred and be continuing and the Issuer or the relevant Restricted Subsidiary would be able to incur such Indebtedness pursuant to Section 3.2 on a pro forma basis taking into account such designation.

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.

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

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing

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

(2)           the sum of all such payments.

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

SECTION 1.2.   Other Definitions.

Term	Defined in Section
“Acceptable Commitment”		3.5(b)
“Additional Restricted Notes”		2.1(b)
“Affiliate Transaction”		3.8
“Agent Members”		2.1(e)(iii)
“Asset Sale Offer”		3.5(b)
“Authenticating Agent”		2.2
“Automatic Exchange”		2.6(e)
“Automatic Exchange Date”		2.6(e)

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Term	Defined in Section
“Automatic Exchange Notice”		2.6(e)
“Automatic Exchange Notice Date”		2.6(e)
“Change of Control Offer”		3.10
“Change of Control Payment”		3.10
“Change of Control Payment Date”		3.10(a)(2)
“Clearstream”		2.1(b)
“Covenant Defeasance”		8.3
“Defaulted Interest”		2.14
“Euroclear”		2.1(b)
“Event of Default”		6.1
“Excess Proceeds”		3.5(b)
“Exchange Global Note”		2.1(b)
“Global Notes”		2.1(b)
“Guaranteed Obligations”		10.1
“incur”		3.2
“incurrence”		3.2
“Initial Lien”		3.6
“Institutional Accredited Investor Global Note”		2.1(b)
“Institutional Accredited Investor Notes”		2.1(b)
“Issuer Order”		2.2
“Legal Defeasance”		8.2
“Notes Register”		2.3
“Pari Passu Indebtedness”		3.5(b)
“Paying Agent”		2.3

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Term	Defined in Section
“Permanent Regulation S Global Note”		2.1(b)
“protected purchaser”		2.10
“Redemption Date”		5.7(a)
“Refinancing Indebtedness”		3.2(b)(13)
“Refunding Capital Stock”		3.3(b)(2)
“Registrar”		2.3
“Regulation S Global Note”		2.1(b)
“Regulation S Notes”		2.1(b)
“Reinstatement Date”		3.20
“Resale Restriction Termination Date”		2.6(b)
“Restricted Global Note”		2.6(e)
“Restricted Payments”		3.3(a)
“Restricted Period”		2.1(b)
“Rule 144A Global Note”		2.1(b)
“Rule 144A Notes”		2.1(b)
“Second Commitment”		3.5(b)
“Special Interest Payment Date”		2.14(a)
“Special Record Date”		2.14(a)
“Successor Company”		4.1(a)(1)
“Successor Person”		10.2(b)(1)
“Suspended Covenants”		3.20
“Suspension Period”		3.20
“Temporary Regulation S Global Note”		2.1(b)
“Treasury Capital Stock”		3.3(b)(2)

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Term	Defined in Section
“Trustee”		8.5
“Unrestricted Global Note”		2.6(e)

SECTION 1.3.   Incorporation by Reference of Trust Indenture Act.  This Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture.  The following TIA terms have the following meanings:

“Commission” means the SEC.

“indenture securities” means the Notes and Guarantees.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Issuer, each Guarantor and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

SECTION 1.4.   Rules of Construction.  Unless the context otherwise requires:

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

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

(3)“or” is not exclusive;

(4)“including” means including without limitation;

(5)words in the singular include the plural and words in the plural include the singular;

(6)the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;

(7)the principal amount of any preferred stock shall be (i) the maximum liquidation value of such preferred stock or (ii) the maximum mandatory

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redemption or mandatory repurchase price with respect to such preferred stock, whichever is greater;

(8)all amounts expressed in this Indenture or in any of the Notes in terms of money refer to the lawful currency of the United States of America;

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

(10)unless otherwise specifically indicated, 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.

ARTICLE II

THE NOTES

SECTION 2.1.   Form, Dating and Terms.

(a)The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.  The Initial Notes issued on the date hereof shall be in an aggregate principal amount of $275,000,000.  In addition, the Issuer may issue, from time to time in accordance with the provisions of this Indenture, Additional Notes (as provided herein) and Exchange Notes.  Furthermore, Notes may be authenticated and delivered upon registration of transfer, exchange or in lieu of, other Notes pursuant to Sections 2.2, 2.6, 2.10, 2.12, 5.6 or 9.5, in connection with an Asset Sale Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.10.

Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, unless such issuance is in compliance with Sections 3.2 and 3.6.

The Initial Notes shall be known and designated as “9¼% Senior Notes, Series A, due 2018” of the Issuer.  Additional Notes issued as Restricted Notes shall be known and designated as “9¼% Senior Notes, Series A, due 2018” of the Issuer.  Additional Notes issued other than as Restricted Notes shall be known and designated as “9¼% Senior Notes, Series B, due 2018” of the Issuer, and Exchange Notes shall be known and designated as “9¼% Senior Notes, Series B, due 2018” of the Issuer.

With respect to any Additional Notes, the Issuer shall set forth in (a) a Board Resolution and (b) (i) an Officer’s Certificate or (ii) one or more indentures supplemental hereto, the following information:

(1)the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

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(2)the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; and

(3)whether such Additional Notes shall be Restricted Notes issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto.

In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel and Officer’s Certificate required by Section 13.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes.

The Initial Notes, the Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of this Indenture.  Holders of the Initial Notes, the Additional Notes and the Exchange Notes shall vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes, the Additional Notes or the Exchange Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

If any of the terms of any Additional Notes are established by action taken pursuant to Board Resolutions of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.

(b)The Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated October 29, 2010, among the Issuer, J.P. Morgan Securities LLC and the other initial purchasers named therein.  The Initial Notes and any Additional Notes (if issued as Restricted Notes) (the “Additional Restricted Notes”) shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S.  Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein.  Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law.

Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the “Rule 144A Global Note”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.  The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate.  The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

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Initial Notes and any Additional Restricted Notes offered and sold outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S shall initially be issued in the form of a temporary global Note (the “Temporary Regulation S Global Note”), without interest coupons.  Beneficial interests in the Temporary Regulation S Global Note shall be exchanged for beneficial interests in a corresponding permanent global Note, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the “Permanent Regulation S Global Note” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global Note”) within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 2.7.  Each Regulation S Global Note shall be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC in the manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”).  Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Temporary Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S, to QIBs under Rule 144A or IAIs in accordance with the transfer and certification requirements described herein for exchanges of interests in a Global Note.

Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems.  If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries.  Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC.

The Regulation S Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate.  The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

Initial Notes and Additional Restricted Notes resold to IAIs (the “Institutional Accredited Investor Notes”) in the United States of America shall be issued in the form of a permanent global Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the “Institutional Accredited Investor Global Note”) deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.  The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate.  The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

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Exchange Notes exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes shall be issued in the form of a permanent global Note, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the “Exchange Global Note”).  The Exchange Global Note shall be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate.

The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the “Global Notes.”

The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of Paying Agent or Registrar designated by the Issuer maintained for such purpose in the United States or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3 of this Indenture; provided, however, that, at the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by DTC.  Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes shall be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d).  The Issuer shall approve any notation, endorsement or legend on the Notes.  Each Note shall be dated the date of its authentication.  The terms of the Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

(c)Denominations.  The Notes shall be issuable only in fully registered form, without coupons, and only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

(d)Restrictive Legends.  Unless and until (i) an Initial Note or an Additional Note issued as a Restricted Note is sold under an effective registration statement or (ii) an Initial Note or an Additional Note issued as a Restricted Note is exchanged for an Exchange Note in connection with an effective registration statement, in each case pursuant to the Registration

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Rights Agreement or a similar agreement or (iii) the Trustee receives an Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act:

(1)the Rule 144A Global Note, the Regulation S Global Note and the Institutional Accredited Investor Global Note shall bear the following legend on the face thereof:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF THE RULE 144A GLOBAL NOTE AND THE INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDEECESSOR OF SUCH SECURITY),] [IN THE CASE OF THE REGULATION S GLOBAL NOTE: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A

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MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTIN IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF THE REGULATION S GLOBAL NOTE: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

BY ITS ACQUISITION OF THIS SECURITY THE HOLDER AND ANY SUBSEQUENT TRANSFEREE HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH HOLDER OR ANY TRANSFEREE TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (II) THE ACQUISITION AND HOLDING OF THIS SECURITY BY SUCH HOLDER OR TRANSFEREE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICATION SIMILAR LAWS.

(2)the Temporary Regulation S Global Note shall bear the following additional legend on the face thereof:

THIS SECURITY IS A TEMPORARY GLOBAL NOTE.  PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH

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THE TERMS OF THE INDENTURE.  TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.

(3)Each Global Security, whether or not an Initial Security, shall bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

(4)Each Note issued hereunder that has more than a de minimis amount of original issue discount for U.S. federal income tax purposes shall bear a legend in substantially the following form:

THIS SECURITY IS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: ATTENTION: CHIEF FINANCIAL OFFICER, VIKING ACQUISITION INC., C/O AVISTA CAPITAL PARTNERS, 65 EAST 55TH STREET, 18TH FLOOR, NEW YORK, NEW YORK 10022, TELEPHONE NUMBER (212) 593-6901.

(e)Book-Entry Provisions.  (i) This Section 2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC.

(ii)Each Global Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Note (but not a beneficial interest therein) shall be limited to transfers thereof in whole, but not in part, to

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the DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(v) and 2.1(f).  If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee shall (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note.  Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, shall, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, shall thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(iii)Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may 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 DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

(iv)In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Notes, the Notes Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Notes of like tenor and amount.

(v)In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.

(vi)The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(vii)Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its

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agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

(f)Definitive Notes.  (i) Except as provided below, owners of beneficial interests in Global Notes shall not be entitled to receive Definitive Notes.  If required to do so pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures.  In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice or, (B) the Issuer in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC.  In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes.

(ii)Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e)(iii) or (iv) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d).

(iii)If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee shall (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred.

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

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(v)Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

SECTION 2.2.   Execution and Authentication.  One Officer shall sign the Notes for the Issuer by manual or facsimile signature.  If the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note.  The signature of the Trustee on a Security shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture.  A Note shall be dated the date of its authentication.

At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery:  (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $275,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) Exchange Notes for issue only in an exchange offer pursuant to the Registration Rights Agreement or upon resale under an effective Shelf Registration Statement, and only in exchange for Initial Notes or Additional Notes of an equal principal amount and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Issuer signed by one Officer (the “Issuer Order”).  Such Issuer Order shall specify whether the Notes shall be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes.

The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes.  Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer.  Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent.  An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

In case the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV or Section 10.2, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee,

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upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange.  If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

SECTION 2.3.   Registrar and Paying Agent.

The Issuer shall maintain one or more offices or agencies 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 and of their transfer and exchange (the “Notes Register”).  The Issuer may have one or more co-registrars and one or more additional paying agents.  The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar.

The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA.  The agreement shall implement the provisions of this Indenture that relate to such agent.  The Issuer shall notify the Trustee of the name and address of each such agent.  If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7.  The Issuer or any Guarantor may act as Paying Agent, Registrar or transfer agent.

The Issuer initially appoints the Trustee as Registrar and Paying Agent for the Notes.  The Issuer may change any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above.  The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee.

If Additional Interest is payable on the Notes, the Issuer shall provide an Officer’s Certificate to the Trustee on or before the record date for each Interest Payment Date such Additional Interest is payable setting forth the amount of such Additional Interest in reasonable detail. The Trustee may provide a copy of such Officer’s Certificate or other notice received from the Issuer relating to Additional Interest to any Holder upon request.

The Issuer will be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes.  The Issuer will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders.  The Issuer will provide a schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Issuer’s calculations without independent verification.

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SECTION 2.4.   Paying Agent to Hold Money in Trust.

By no later than 11:00 a.m. (New York City time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due.  The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof.  If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund.  The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent.  Upon complying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered to the Trustee.  Upon any bankruptcy, reorganization or similar proceeding with respect to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.5.   Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, or to the extent otherwise required under the TIA, the Issuer, on its own behalf and on behalf of each of the Guarantors, shall furnish or cause the Registrar to furnish to the Trustee, in writing 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 Holders and the Issuer shall otherwise comply with TIA § 312(a).

SECTION 2.6.   Transfer and Exchange.

(a)A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by this Section 2.6.  The Trustee shall promptly register any transfer or exchange that meets the requirements of this Section 2.6 by noting the same in the register maintained by the Trustee for the purpose, and no transfer or exchange shall be effective until it is registered in such register.  The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.6 and Section 2.1(e) and 2.1(f), as applicable, and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of DTC, Euroclear and Clearstream.  The Trustee shall refuse to register any requested transfer or exchange that does not comply with this paragraph.

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(b)Transfers of Rule 144A Notes and Institutional Accredited Investor Notes. The following provisions shall apply with respect to any proposed registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior to the date which is one year after the later of the date of its original issue and the last date on which the Issuer or any Affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”):

(i)a registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; provided that no such written representation or other written certification shall be required in connection with the transfer of a beneficial interest in the Rule 144A Global Note to a transferee in the form of a beneficial interest in that Rule 144A Global Note in accordance with this Indenture and the applicable procedures of DTC.

(ii)a registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuer, the delivery of an opinion of counsel, certification and/or other information satisfactory to it; and

(iii)a registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.9 from the proposed transferee and, if requested by the Issuer, the delivery of an opinion of counsel, certification and/or other information satisfactory to it.

(c)Transfers of Regulations S Notes.  The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period:

(i)a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the

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transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;

(ii)a transfer of a Regulation S Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and

(iii)a transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.9 hereof from the proposed transferee and, if requested by the Issuer, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to the Issuer.

After the expiration of the Restricted Period, interests in the Regulation S Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.8, Section 2.9 or any additional certification.

(d)Restricted Notes Legend.  Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the Registrar shall deliver Notes that do not bear a Restricted Notes Legend.  Upon the transfer, exchange or replacement of Notes bearing a Restricted Notes Legend, the Registrar shall deliver only Notes that bear a Restricted Notes Legend unless (i) Initial Notes are being exchanged for Exchange Notes in an exchange offer pursuant to the Registration Rights Agreement, in which case the Exchange Notes shall not bear a Restricted Notes Legend, (ii) an Initial Note is being transferred pursuant to the Shelf Registration Statement or other effective registration statement, (iii) Initial Notes are being exchanged for Notes that do not bear the Restricted Notes Legend in accordance with Section 2.6(e) or (iv) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.  Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend.

(e)Automatic Exchange from Global Note Bearing Restricted Notes Legend to Global Note Not Bearing Restricted Notes Legend.  Upon the Issuer’s satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain compliance with the Securities Act, beneficial interests in a Global Note bearing the Restricted Notes Legend (a “Restricted Global Note”) may be automatically exchanged into beneficial interests in a Global Note not bearing the Restricted Notes Legend (an “Unrestricted Global Note”) without any action required by or on behalf of the Holder (the “Automatic Exchange”) at any time on or after the date that is the 366th calendar day after (A) with respect to the Notes issued on the Issue Date or (B) with respect to Additional Notes, if any, the issue date of such Additional Notes, or, in each case, if such day is not a Business Day, on the next succeeding Business Day (the “Automatic Exchange Date”).  Upon the Issuer’s satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain compliance with the Securities Act, the Issuer may pursuant to the rules and procedures (i) provide written notice to DTC at least fifteen (15) calendar days prior to the Automatic Exchange Date, instructing DTC to exchange all of the outstanding beneficial interests

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in a particular Restricted Global Note to the Unrestricted Global Note, which the Issuer shall have previously otherwise made eligible for exchange with the DTC, (ii) provide prior written notice (the “Automatic Exchange Notice”) to each Holder at such Holder’s address appearing in the register of Holders at least fifteen (15) calendar days prior to the Automatic Exchange Date (the “Automatic Exchange Notice Date”), which notice must include (w) the Automatic Exchange Date, (x) the section of the Indenture pursuant to which the Automatic Exchange shall occur, (y) the “CUSIP” number of the Restricted Global Note from which such Holder’s beneficial interests shall be transferred and the (z) “CUSIP” number of the Unrestricted Global Note into which such Holder’s beneficial interests shall be transferred, and (iii) on or prior to the Automatic Exchange Date, deliver to the Trustee for authentication one or more Unrestricted Global Notes, duly executed by the Issuer, in an aggregate principal amount equal to the aggregate principal amount of Restricted Global Notes to be exchanged. At the Issuer’s request on no less than five (5) calendar days’ notice prior to the Automatic Exchange Notice Date, the Trustee shall deliver, in the Issuer’s name and at its expense, the Automatic Exchange Notice to each Holder at such Holder’s address appearing in the register of Holders. Notwithstanding anything to the contrary in this Section 2.6(e), during the fifteen (15) day period prior to the Automatic Exchange Date, no transfers or exchanges other than pursuant to this Section 2.6(e) shall be permitted without the prior written consent of the Issuer.  As a condition to any Automatic Exchange, the Issuer shall provide, and the Trustee shall be entitled to rely upon, an Officer’s Certificate in form reasonably acceptable to the Trustee to the effect that the Automatic Exchange shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend shall no longer be required in order to maintain compliance with the Securities Act and that the aggregate principal amount of the particular Restricted Global Note is to be transferred to the particular Unrestricted Global Note by adjustment made on the records of the Trustee, as custodian for the Depositary to reflect the Automatic Exchange. Upon such exchange of beneficial interests pursuant to this Section 2.6(e), the aggregate principal amount of the Global Notes shall be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, to reflect the relevant increase or decrease in the principal amount of such Global Note resulting from the applicable exchange. The Restricted Global Note from which beneficial interests are transferred pursuant to an Automatic Exchange shall be canceled following the Automatic Exchange.

(f)Retention of Written Communications.  The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6.  The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.

(g)Obligations with Respect to Transfers and Exchanges of Notes.

(i)To permit registrations of transfers and exchanges, the Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s request.

(ii)No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require the Holder to pay a sum sufficient to cover any transfer tax assessments or similar governmental charge payable in connection

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therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.10, 2.12, 3.5, 3.10, 5.6 or 9.5).

(iii)The Issuer (and the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.

(iv)Prior to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A and B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(v)Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d).

(vi)All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

(h)No Obligation of the Trustee.  (i)  The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes.  All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note).  The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC.  The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.

(ii)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 DTC participants, members or beneficial owners in any

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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 of its agents shall have any responsibility for any actions taken or not taken by DTC.

SECTION 2.7.   Form of Certificate to be Delivered upon Termination of Restricted Period.

[Date]

Viking Acquisition Inc.
c/o Wells Fargo Bank, N.A.

625 Marquette Ave. 11th Floor

Minneapolis, MN 55479

Attention: Jayne Sillman

Telecopy:  612-667-9825

Email:  Jayne.E.Sillman@Wellsfargo.com

Re:Viking Acquisition Inc. (the “Issuer”).

9¼% Senior Notes due 2018 (the “Notes”)

Ladies and Gentlemen:

This letter relates to Notes represented by a temporary global Note (the “Temporary Regulation S Global Note”).  Pursuant to Section 2.1 of the Indenture dated as of November 5, 2010 relating to the Notes (as amended or supplemented, the “Indenture”), we hereby certify that the persons who are the beneficial owners of $[              ] principal amount of Notes represented by the Temporary Regulation S Global Note are persons outside the United States to whom beneficial interests in such Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the Securities Act of 1933, as amended.  Accordingly, you are hereby requested to issue a Permanent Regulation S Global Note representing the undersigned’s interest in the principal amount of Notes represented by the Temporary Regulation S Global Note, all in the manner provided by the Indenture.  We certify that we [are][are not] an Affiliate of the Issuer.

You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.  Terms used in this letter have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferor]

By:

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Authorized Signature

SECTION 2.8.   Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors.

[Date]

Viking Acquisition Inc.
c/o Wells Fargo Bank, N.A.

625 Marquette Ave. 11th Floor

Minneapolis, MN 55479

Attention: Jayne Sillman

Telecopy:  612-667-9825

Email:  Jayne.E.Sillman@Wellsfargo.com

Ladies and Gentlemen:

This certificate is delivered to request a transfer of $[                  ] principal amount of the 9¼% Senior Notes due 2018 (the “Notes”) of Viking Acquisition Inc. (the “Issuer”).

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

Name:

Address:

Taxpayer ID Number:

The undersigned represents and warrants to you that:

1.We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act.  We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal course of our business.  We and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

2.We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence.  We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only

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(a) to the Issuer or any Subsidiary thereof, (b) pursuant to an effective registration statement under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act, to a person we reasonably believe is a “qualified institutional buyer” under Rule 144A of the Securities Act (a “QIB”) that is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor,” in each case in a minimum principal amount of Notes of $250,000 for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws.  The foregoing restrictions on resale shall not apply subsequent to the Resale Restriction Termination Date.  If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act.  Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Issuer and the Trustee.

3.We [are][are not] an Affiliate of the Issuer.

TRANSFEREE:

BY:

SECTION 2.9.   Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S.

[Date]

Viking Acquisition Inc.
c/o Wells Fargo Bank, N.A.

625 Marquette Ave. 11th Floor

Minneapolis, MN 55479

Attention: Jayne Sillman

Telecopy:  612-667-9825

Email:  Jayne.E.Sillman@Wellsfargo.com

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Re:Viking Acquisition Inc. (the “Issuer”)

9¼% Senior Notes due 2018 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $[                ] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(a)the offer of the Notes was not made to a person in the United States;

(b)either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(c)no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S, as applicable; and

(d)the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

In addition, if the sale is made during a restricted period and the provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1), as the case may be.

We also hereby certify that we [are][are not] an Affiliate of the Issuer and, to our knowledge, the transferee of the Notes [is][is not] an Affiliate of the Issuer.

You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.  Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferor]

By:

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Authorized Signature

SECTION 2.10.   Mutilated, Destroyed, Lost or Stolen Notes.

If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or the Trustee that such Note has been lost, destroyed or wrongfully taken within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Issuer or Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee; provided, however, if after the delivery of such replacement Note, a protected purchaser of the Note for which such replacement Note was issued presents for payment or registration such replaced Note, the Trustee or the Issuer shall be entitled to recover such replacement Note from the Person to whom it was issued and delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith.  If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee to protect the Issuer, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Note is replaced, and, in the absence of notice to the Issuer, any Guarantor or the Trustee that such Note has been acquired by a protected purchaser, the Issuer shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section 2.10, the Issuer may require that such Holder pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel and of the Trustee) in connection therewith.

Subject to the proviso in the initial paragraph of this Section 2.10, every new Note issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, any Guarantor (if applicable) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

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The provisions of this Section 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.11.   Outstanding Notes.

Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation and those described in this Section as not outstanding.  A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding.

If a Note is replaced pursuant to Section 2.10 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser.  A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.10.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.12.   Temporary Notes.

In the event that Definitive Notes are to be issued under the terms of this Indenture, until such Definitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes.  Temporary Notes shall be substantially in the form, and shall carry all rights, of Definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes.  Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Notes.  After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Issuer for that purpose and such exchange shall be without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor, one or more Definitive Notes representing an equal principal amount of Notes.  Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of Definitive Notes.

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SECTION 2.13.   Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation.  The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and dispose of such Notes in accordance with its internal policies and customary procedures including delivery of a certificate describing such Notes disposed (subject to the record retention requirements of the Exchange Act) to the Issuer pursuant to written direction by one Officer.  If the Issuer or any Guarantor acquires any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.13.  The Issuer may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange.

At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by DTC to the Trustee for cancellation or retained and canceled by the Trustee.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the Schedule of Increases and Decreases to such Global Note and on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.

SECTION 2.14.   Payment of Interest; Defaulted Interest.

Interest on any Note which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the regular record date for such payment at the office or agency of the Issuer maintained for such purpose pursuant to Section 2.3.

Any interest on any Note which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable to the Holder on the regular record date, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) shall be paid by the Issuer, at its election in each case, as provided in clause (a) or (b) below:

(a)The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner.  The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date (not less than 30 days after such notice) of the proposed payment (the “Special Interest Payment Date”), and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the

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aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Section 2.14(a).  Thereupon the Issuer shall fix a record date (the “Special Record Date”) for the payment of such Defaulted Interest, which date shall be not more than 15 days and not less than 10 days prior to the Special Interest Payment Date and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Issuer shall promptly notify the Trustee of such Special Record Date, and in the name and at the expense of the Issuer, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in the manner provided for in Section 13.2, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the provisions in Section 2.14(b).

(b)The Issuer may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this Section 2.14(b), such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section 2.14, 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 2.15.   CUSIP, Common Code and ISIN Numbers.

The Issuer in issuing the Notes may use “CUSIP”, “Common Code” and “ISIN” numbers and, if so, the Trustee shall use “CUSIP”, “Common Code” and “ISIN” numbers in notices, including notices of redemption or purchase, as a convenience to Holders; provided, however, 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 of a redemption or purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such notice, redemption or purchase shall not be affected by any defect in or omission of such CUSIP, Common Code and ISIN numbers.  The Issuer shall promptly notify the Trustee in writing of any change in the CUSIP, Common Code and ISIN numbers.

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ARTICLE III

COVENANTS

SECTION 3.1.   Payment of Notes.

The Issuer shall pay the principal of, premium, if any, and interest (including Additional Interest) on the Notes on the dates and in the manner provided in the Notes and in this Indenture.  Principal, premium, if any, and interest (including Additional Interest) shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal, premium, if any, and interest (including Additional Interest) then due.

The Issuer shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest (including Additional Interest) at the same rate to the extent lawful.

Notwithstanding anything to the contrary contained in this Indenture, the Issuer may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder.

SECTION 3.2.   Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a)The Issuer shall not, and shall not permit any of its 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 of its Restricted Subsidiaries 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; provided, further, that Non-Guarantor Subsidiaries may not incur Indebtedness or Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $35.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries would be outstanding pursuant to Section 3.2(a) at such time.

(b)The limitations of Section 3.2(a) shall not apply to:

(1)the incurrence of Indebtedness under Debt Facilities by the Issuer or any of the Guarantors and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $425.0 million outstanding at any one time;

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(2)the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes) and exchange notes issued in respect of such Notes and any Guarantee thereof;

(3)Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in Sections 3.2(b)(1) and 3.2(b)(2));

(4)Indebtedness (including Capitalized Lease Obligations) incurred or, Disqualified Stock and Preferred Stock issued by the Issuer or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets; provided that the aggregate amount of Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this Section 3.2(b)(4), when aggregated with the outstanding amount of Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to Section 3.2(b)(13) to refinance Indebtedness, Disqualified Stock and Preferred Stock initially incurred in reliance on this Section 3.2(b)(4), does not exceed the greater of (x) $25.0 million and (y) 5.0% of the Total Assets at any one time outstanding;

(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, without limitation, letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits 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 or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6)Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or 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

(A)such Indebtedness is not reflected on the balance sheet of the Issuer, or any of its Restricted Subsidiaries prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this Section 3.2(b)(6)(A)); and

(B)with respect to a disposition, 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

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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 Non-Guarantor Subsidiary 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 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) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this Section 3.2(b)(7);

(8)Indebtedness of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness owing 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 Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this Section 3.2(b)(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 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 Section 3.2(b)(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;

(11)obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees or obligations in respect of letters of credit related thereto 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 and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary equal to 100.0% 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 Excluded Contributions or proceeds of Disqualified Stock or Designated Preferred Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries or amounts applied to make a

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Restricted Payment in accordance with Section 3.3(b)(2)) as determined in accordance with Sections 3.3(a)(C)(ii) and 3.3(a)(C)(iii) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 3.3(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) (together with amounts applied under Section 3.2(b)(13) to refinance Indebtedness or Disqualified Stock initially incurred in reliance on this clause 12(A)) and (B) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of 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 $50.0 million;

(13)the incurrence or issuance by the Issuer of Indebtedness or Disqualified Stock or the incurrence or issuance by a Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness incurred or Disqualified Stock or Preferred Stock issued as permitted under Section 3.2(a) and Sections 3.2(b)(2), 3.2(b)(3), 3.2(b)(4), 3.2(b)(12)(A), this Section 3.2(b)(13) and Section 3.2(b)(14) or any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness incurred or Disqualified Stock or Preferred Stock issued to pay premiums (including 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;

(C)shall not include:

(x) Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer;

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(y) Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(z) 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;

(D)shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on and related fees and expenses (including tender premiums) of, the Indebtedness being refunded or refinanced; and

(E)shall not have a Stated Maturity date prior to the earlier of the Stated Maturity of the Indebtedness being so refunded or refinanced or the Stated Maturity of the Notes;

and provided further that subclauses (A) and (E) of this clause (13) shall not apply to any refunding or refinancing of any Indebtedness outstanding under the Credit Facilities;

(14)Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into or consolidated with the Issuer or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that after giving effect to such acquisition, merger or consolidation, 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 Section 3.2(a), or

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

(15)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;

(16)Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(17)(A) any guarantee by the Issuer or a Guarantor of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness is permitted under the terms of the Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Guarantee of

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such Restricted Subsidiary, any such guarantee of the Issuer or such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to the Notes or such Guarantors’ Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Guarantee of such Restricted Subsidiary, as applicable;

(B)any guarantee by a Guarantor of Indebtedness of the Issuer provided that such guarantee is incurred in accordance with Section 3.7; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantors’ Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes, as applicable or

(C)any guarantee by a Non-Guarantor Subsidiary of Indebtedness of another Non-Guarantor Subsidiary incurred in accordance with the terms of the Indenture;

(18)Indebtedness of Foreign Subsidiaries of the Issuer incurred not to exceed the greater of (x) $15.0 million and (y) 12.5% of the Foreign Subsidiary Total Assets at any one time outstanding;

(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; and

(20)Indebtedness consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to current or former officers, members of the board of directors and employees and consultants thereof, their respective estates, spouses or former spouses, in each case to finance, either directly or through promissory notes issued to such persons, the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent described in Section 3.3(b)(4).

(c)For purposes of determining compliance with this covenant:

(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 Section 3.2(b)(1) through Section 3.2(b)(20)  or is entitled to be incurred pursuant to Section 3.2(a), 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 clauses set forth in Section 3.2(a) or Section 3.2(b). Additionally, all or any portion of any item of Indebtedness may later be classified as having been incurred pursuant to any category of permitted Indebtedness described in Section 3.2(b)(1) through Section 3.2(b)(20) or pursuant to Section 3.2(a) so long as such

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Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification. Notwithstanding the foregoing, all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under Section 3.2(b)(1) and may not later be reclassified; 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 3.2(a) and 3.2(b).

Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 3.2.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

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.

For purposes of this Indenture, (1) unsecured Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness shall not be treated as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral.

SECTION 3.3.   Limitation on Restricted Payments.

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

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

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

(B)dividends or distributions by a Restricted Subsidiary to the Issuer or any other Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of common stock on a pro rata basis) so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

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

(iii)make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(A)Indebtedness permitted under Sections 3.2(b)(7) and 3.2(b)(8); or

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

(iv)make any Restricted Investment;

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

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

(B)immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness under Section 3.2(a); and

(C)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted

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Subsidiaries after the Issue Date (including Restricted Payments permitted by Sections 3.3(b)(1), (9) and (14), but excluding all other Restricted Payments permitted by Section 3.3(b)), is less than the sum of (without duplication):

i50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) commencing October 1, 2010, to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

ii100% of the aggregate net cash proceeds and the fair market value, as determined in Good Faith by the Issuer, of marketable securities or other property received by the Issuer since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section 3.2(b)(12)(A)) from the issue or sale of:

a(x) Equity Interests of the Issuer, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in Good Faith by the Issuer, of marketable securities or other property received from the sale of:

1Equity Interests to members of management, members of the board of managers or directors or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 3.3(b)(4); and

2Designated Preferred Stock; and

(y) to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such

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amounts have been applied to Restricted Payments made in accordance with Section 3.3(b)(4); or

bdebt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

provided, however, that in addition to clauses a. and b. referred to above, this clause (ii) shall not include the proceeds from (V) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

iii100% of the aggregate amount of cash and the fair market value, as determined in Good Faith by the Issuer, of marketable securities or other property contributed to the capital of the Issuer following the Issue Date (other than net cash proceeds to the extent such net cash proceeds (i) have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to Section 3.2(b)(12)(A), (ii) are contributed by a Restricted Subsidiary or (iii) constitute Excluded Contributions); plus

iv100% of the aggregate amount received in cash and the fair market value, as determined in Good Faith by the Issuer, of marketable securities or other property received by means of:

athe sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or

bthe sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution

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from an Unrestricted Subsidiary (other than in each case to the extent of the amount of the Investment in such Unrestricted Subsidiary made by the Issuer or a Restricted Subsidiary pursuant to Sections 3.3(b)(7) or 3.3(b)(11) hereof or to the extent of the amount of the Investment that constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

vin the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred), as determined in Good Faith by the Issuer or, if such fair market value exceeds $25.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger or consolidation or transfer of assets (after taking into consideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged or consolidated or Indebtedness associated with the assets so transferred), other than to the extent of the amount of the Investment in such Unrestricted Subsidiary made by the Issuer or a Restricted Subsidiary pursuant to Sections 3.3(b)(7) or 3.3(b)(11) hereof or to the extent of the amount of the Investment that constituted a Permitted Investment.

(b)The foregoing provisions of Section 3.3(a) hereof shall not prohibit:

(1)the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture or the redemption, repurchase or retirement of Indebtedness if, at the date of any irrevocable redemption notice such payment would have complied with the provisions of the Indenture;

(2)(a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer, or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of the proceeds of, the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than

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any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Capital Stock, and (c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under Section 3.3(b)(6), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3)the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or such Guarantor, as the case may be, which is incurred in compliance with the provisions of Section 3.2 so long as:

(A)the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, defeased, exchanged, acquired or retired for value, plus the amount of any premium (including any tender premiums), defeasance costs and any fees and expenses incurred in connection with such redemption, repurchase, defeasance, exchange, acquisition or retirement and the issuance of such new Indebtedness;

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

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

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

(4)a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the

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Issuer or any of its direct or indirect parent companies held by any future, present or former employee, member of the board of directors or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies (permitted transferees, assigns, estates or heirs of such employee, director or consultant), pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $6.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $12.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(A)the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to any employee, member of the board of directors or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of Section 3.3(a)(C); plus

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

(C)the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A) and (B) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from any employee, member of the board of directors or consultant of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies shall not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

(5)the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with the covenant described under Section 3.2 to the extent such dividends are included in the definition of “Fixed Charges”;

(6)(A) the declaration and payment of dividends and distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date; provided that the amount of dividends paid pursuant to this clause (A) shall not exceed the aggregate amount of cash actually received by the Issuer from the sale of such Designated Preferred Stock;

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(B)the declaration and payment of dividends and distributions to a direct or indirect parent company of the Issuer, the proceeds of which shall be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued after the Issue Date; provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock;

(C)the declaration and payment of dividends and distributions on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(7)Investments in Unrestricted Subsidiaries taken together with all other Investments made pursuant to this clause (7) that are at the 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 (x) $15.0 million and (y) 3.0% of Total Assets;

(8)repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9)the declaration and payment of dividends and distributions on the Issuer’s common stock (or the payment of dividends to any direct or indirect parent entity of the Issuer to fund a payment of dividends on such entity’s common stock), following the consummation of the first public offering of the Issuer’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;

(10)Restricted Payments that are made with Excluded Contributions;

(11)other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11), that are at the time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of

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such sale do not consist of, or have not been subsequently sold or transferred for, cash or marketable securities) not to exceed $25.0 million at the time made;

(12)         distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a Qualified Securitization Financing;

(13)         any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or used to fund amounts owed to Affiliates (including as a result of the cancellation or vesting of outstanding options and other equity-based awards, in connection therewith), in each case as described in the Offering Memorandum to the extent permitted under Section 3.8; provided that payments to Affiliates due to the termination of agreements with the Sponsor as described in the Offering Memorandum shall be permitted by this clause (13) only to the extent such termination is attributable to an underwritten registered public offering of common stock of the Issuer or any direct or indirect parent of the Issuer or to a Change of Control;

(14)         the repurchase, redemption or other acquisition or retirement for value of any Preferred Stock or Subordinated Indebtedness pursuant to Section 3.5 and Section 3.10; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15)         the declaration and payment of dividends by the Issuer to, or the making of loans to, any direct or indirect parent company in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(A)franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(B)foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity;

(C)customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable

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to the ownership or operation of the Issuer and its Restricted Subsidiaries;

(D)general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

(E)amounts required for any direct or indirect parent company of the Issuer to pay fees and expenses incurred by any direct or indirect parent company of the Issuer related to (i) the maintenance of such parent entity of its corporate or other entity existence and (ii) any unsuccessful equity or debt offering of such parent company; and

(F)taxes with respect to income of any direct or indirect parent company of the Issuer derived from funding made available to the Issuer and its Restricted Subsidiaries by such direct or indirect parent company;

(16)         the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents); and

(17)         cash payments in lieu of the issuance of fractional shares or interests in connection with the exercise of warrants, options or other rights or securities convertible into or exchangeable for Capital Stock of the Issuer or any direct or indirect parent company of the Issuer; provided that any such cash payment shall not be for the purpose of evading the limitation of this covenant;

provided however, that at the time of, and after giving effect to, any Restricted Payment permitted under Sections 3.3(b)(7), 3.3(b)(9), 3.3(b)(11) and 3.3(b)(16) hereof, no Default shall have occurred and be continuing or would occur as a consequence thereof.

The amount of all Restricted Payments (other than cash) shall be the fair market value (as determined in Good Faith by the Issuer) on the date of such Restricted Payment of the assets or securities proposed to be paid, transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.

As of the Issue Date, all of the Issuer’s Subsidiaries shall be Restricted Subsidiaries. The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 3.3 or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise

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meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in the Indenture.

SECTION 3.4.   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 Restricted Subsidiary to:

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

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

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

(b)           The restrictions in Section 3.4(a) shall not apply (in each case) to encumbrances or restrictions existing under or by reason of:

(i)contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit Facilities and the related documentation and related Hedging Obligations and Cash Management Obligations;

(ii)the Indenture, the Notes and the Guarantees (including any exchange notes and related guarantees);

(iii)purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in Section 3.4(a)(3) on the property so acquired;

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

(v)any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person), but, in each case, not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(vi)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

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into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(vii)Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described in Sections 3.2 and 3.6 that limit the right of the debtor to dispose of the assets securing such Indebtedness;

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

(ix)other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of the covenant described in Section 3.2 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries;

(x)customary provisions in joint venture agreements or arrangements and other similar agreements relating solely to such joint venture provided that with respect to any joint venture agreement relating to a Restricted Subsidiary, such provisions shall not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in Good Faith by the Issuer);

(xi)customary provisions contained in leases, subleases, licenses, sublicenses or other agreements, in each case, entered into in the ordinary course of business;

(xii)any agreement or instrument (A) relating to any Indebtedness or preferred stock of a Restricted Subsidiary permitted to be incurred subsequent to the Issue Date pursuant to Section 3.2 if the encumbrances and restrictions are not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Issuer) and (B) either (x) the Issuer determines that such encumbrance or restriction shall not adversely affect the Issuer’s ability to make principal and interest payments on the Notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness;

(xiii)any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 3.4(a) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive in any material respect with

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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; and

(xiv)restrictions created in connection with any Qualified Securitization Financing that, in the good faith determination of the Issuer, are necessary or advisable to effect such Securitization Facility.

SECTION 3.5.   Limitation on Asset Sales.  (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate any 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 (as determined in Good Faith by the Issuer) of the assets 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 cash or Cash Equivalents; 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, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in Good Faith by the Issuer) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes or the Guarantees, 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 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, and,

(C)any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 2.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

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

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

(1)           to reduce or repay:

a.Obligations under the Credit Facilities and to correspondingly reduce commitments with respect thereto;

b.Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by the Indenture, and to correspondingly reduce commitments with respect thereto;

c.Obligations under other Indebtedness (other than Subordinated Indebtedness) (and to correspondingly reduce commitments with respect thereto); provided that, to the extent the Issuer reduces Obligations under such Indebtedness, the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 5.7, 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 below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, and Additional Interest, if any, on the amount of Notes that would otherwise be prepaid; or

d.Indebtedness of a Non-Guarantor Subsidiary, other than Indebtedness owed to the Issuer or another Restricted Subsidiary (and correspondingly reduce commitments with respect thereto);

(2)           to make (a) an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets (other than working capital assets), in the case of each of (a), (b) and (c), used or useful in a Similar Business; or

(3)           to make an Investment in (a) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted

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Subsidiary, (b) properties (other than working capital assets) or (c) acquisitions of other assets (other than working capital assets) that, in the case of each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute “Excess Proceeds”.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Issuer shall make an offer to all Holders, and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is equal to $2,000 or 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, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $15.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee or otherwise in accordance with the procedures of DTC. The Issuer may satisfy the foregoing obligations with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the Application Period.

To the extent that the aggregate amount 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 compliance with other covenants contained in the Indenture. If the aggregate principal amount 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 the Issuer or agent for such Pari Passu Indebtedness shall select 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. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Pending the final application of any Net Proceeds pursuant to this Section 3.5, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise use such Net Proceeds in any manner not prohibited by the Indenture.

The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations

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are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

SECTION 3.6.   Limitation on Liens.  The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) (each, an “Initial Lien”) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Issuer or any Guarantor, or any income or profits therefrom, unless:

(a)           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

(b)           in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to Liens securing the Notes and the related Guarantees.

Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 3.6 shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien that gave rise to the obligation to so secure the Notes and the Guarantees.

SECTION 3.7.   Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

(a)           The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Restricted Subsidiary or guarantee all or a portion of the Credit Facilities), other than a Guarantor, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless:

(A)          such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture and joinder or supplement to the Registration Rights Agreement providing for a senior Guarantee by such Restricted Subsidiary, except that (a) with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; and (b) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes or the Guarantor’s Guarantee are subordinated to such Indebtedness; and

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(B)         such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee until payment in full of Obligations under this Indenture; and

(C)           such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(1)such Guarantee has been duly executed and authorized; and

(2)such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided that this Section 3.7 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary shall only be required to comply with the 30-day period described above.

SECTION 3.8.   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 $2.5 million, unless:

(1)           such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiaries 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 $15.0 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) above.

(b)           The foregoing provisions shall not apply to the following:

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

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(2)           Restricted Payments permitted by the provisions of this Indenture described above under Section 3.3 (other than clause (b) (7)) and the definition of “Permitted Investments” (other than pursuant to clauses (3), (8) and (13) thereof);

(3)           the payment of management, consulting, monitoring, transaction and advisory fees and related expenses to the Sponsor pursuant to the Sponsor Management Agreement and the termination fees pursuant to the Sponsor Management Agreement, in each case as in effect on the Issue Date or any amendment thereto (so long as any such amendment is not materially disadvantageous, in the good faith judgment of the board of directors of the Issuer, to the Holders when taken as a whole as compared to the Sponsor Management Agreement in effect on the Issue Date;

(4)           the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements provided for the benefit of, former, current or future officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries, as determined in Good Faith by the Issuer;

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

(6)           any agreement or arrangement as in effect as of the Issue Date (other than the Sponsor Management Agreement and Stockholders’ Agreement, but including, without limitation, each of the other agreements entered into in connection with the Transactions), or any amendment 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);

(7)           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 to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such existing agreement, together with all amendments thereto, taken as a whole, or any similar agreement, are not otherwise disadvantageous in any material respect to the Holders when taken as a whole as compared to the original agreement in effect on the Issue Date;

(8)           the Transactions and the payment of all fees and expenses related to the Transactions, in each case as contemplated in this offering memorandum;

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(9)           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 the 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;

(10)         if otherwise permitted under this Indenture, the issuance or transfer of Equity Interests of the Issuer (other than Disqualified Stock) to Affiliates of the Issuer and the granting of registration and other customary rights in connection therewith or any contribution to the capital of direct or indirect parent companies, the Issuer or any Restricted Subsidiary;

(11)         any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing;

(12)         payments by the Issuer or any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuer or a majority of the disinterested members of the board of directors of the Issuer in good faith;

(13)         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, restricted stock plans, bonus programs and other similar arrangements with such employees or consultants which, in each case, are approved in Good Faith by the Issuer and in accordance with applicable law;

(14)         investments in securities of the Issuer or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities; and

(15)         transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns an equity interest in or otherwise controls such Person;

SECTION 3.9.   [RESERVED.]

SECTION 3.10.   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 in Section 5.7, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to but excluding the date of purchase, subject to the right of Holders of record of the Notes on the relevant record date to receive interest

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due on the relevant interest payment date; provided that to the extent any mailed redemption notice includes a condition that is not satisfied or waived and the redemption referenced therein does not occur, the obligation to make a Change of Control Offer shall be reinstated.  Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

(1)           that a Change of Control Offer is being made pursuant to this Section 3.10, and that all Notes properly tendered pursuant to such Change of Control Offer shall be accepted for payment by the Issuer;

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

(3)           that any Note not properly tendered shall 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 shall 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 shall 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 third 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 expiration time of the Change of Control Offer, a telegram, 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 shall be issued new Notes and such new Notes shall 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 delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and

(9)           the other instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow.

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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 or portions thereof properly tendered pursuant to the Change of Control Offer;

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

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

(c)           The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture 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.

(d)           Notwithstanding anything to the contrary in this Section 3.10, 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.

(e)           While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations.

(f)            The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuer of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with 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 3.11.   Reports and other information.

(a)           Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report 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 furnish or make available to the Trustee within 15 days after the dates set forth below:

(1)           within 90 days after the end of each fiscal year (120 days for the fiscal year ending December 31, 2010 but only in the event that Viking Acquisition Inc. changes its fiscal year end to December 31 for such fiscal year), all financial information

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that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm;

(2)           within 45 days after the end of each of the first three fiscal quarters of each fiscal year (90 days for the fiscal quarter ending September 30, 2010 and 60 days for the fiscal quarters ending December 31, 2010 and March 31, 2011), all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC;

(3)           all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports; and

(4)           any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form. Notwithstanding the foregoing, the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filing or (ii) prior to the consummation of an exchange offer or the effectiveness of a shelf registration statement as required by the Registration Rights Agreement, so long as if clause (i) or (ii) is applicable the Issuer makes available such information to prospective purchasers of the Notes, in addition to providing such information to the Trustee and the Holders, in each case, at the Issuer’s expense and by the applicable date the Issuer would be required to file such information pursuant to the immediately preceding sentence. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuer shall deliver the financial statements and information of the type required to be delivered pursuant to Section 3.11(a)(2) with respect to the fiscal quarter ended September 30, 2010, which, notwithstanding the foregoing, shall not be required to give pro forma effect to the Transactions, shall not be required to contain financial statement footnote disclosure and shall not be required to contain consolidating financial data with respect to the Guarantor and Non-Guarantor Subsidiaries of the type contemplated by Rule 3-10 of Regulation S-X promulgated under the Securities Act or otherwise; provided that the Issuer shall only be required to present a reasonably detailed “Management’s discussion and analysis of financial condition and results of operations” to the extent of the information provided by The Clorox Company.

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(b)           Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to the immediately preceding paragraph, the Issuer shall also post copies of such information required by the immediately preceding paragraph on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access shall be given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. The Issuer shall hold quarterly conference calls that are publicly accessible after the Issuer’s financial statements for the prior fiscal period have been made available, provided that such conference calls shall be held no later than 5 Business Days after the date that such financial statements are required to be made available. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence the Issuer shall issue a press release to the appropriate U.S. wire services announcing the time and the date of such conference call and directing the beneficial owners of, and prospective investors in, the Notes and securities analysts to contact an individual at the Issuer (for whom contact information shall be provided in such press release) to obtain information on how to access such conference call.

(c)           In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Indenture shall permit the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand, in the form prescribed in clause (a) above.

(d)           Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the offering of the Exchange Securities or the effectiveness of the Shelf Registration Statement by the filing with the SEC of any registration statement relating to the exchange offer pursuant to the Registration Rights Agreement or other filing, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

(e)           Notwithstanding anything herein to the contrary, the Issuer shall not be deemed to have failed to comply with its obligations to deliver a report for the fiscal quarter ended September 30, 2010 for purposes of Section 6.1(3) until 90 days after the date of any report hereunder is due.

Delivery of such reports, information and documents to the Trustee hereunder 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 or certificates delivered pursuant to Section 3.16).

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SECTION 3.12.   Maintenance of Office or Agency.

The Issuer shall maintain an office or agency where the Notes may be presented or surrendered for payment, where, if applicable, the Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.  The corporate trust office of the Trustee, which initially shall be located at 625 Marquette Ave. 11th Floor, Minneapolis, MN 55479, Attn: Corporate Trust Services, Jayne Sillman, shall be such office or agency of the Issuer, unless the Issuer shall designate and maintain some other office or agency for one or more of such purposes.  The Issuer shall give prompt written notice to the Trustee of any change in the location of any 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 of the Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

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 any such designation.  The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

SECTION 3.13.   Corporate Existence.  Except as otherwise provided in this Article III, Article IV and Section 10.2(b), the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its respective corporate existence and the corporate, partnership, limited liability company or other existence of each Restricted Subsidiary and the rights (charter and statutory), licenses and franchises of the Issuer and each Restricted Subsidiary; provided, however, that the Issuer shall not be required to preserve any such right, license or franchise or the corporate, partnership, limited liability company or other existence of any Restricted Subsidiary if the respective board of directors or, with respect to a Restricted Subsidiary that is not a Significant Subsidiary (or group of Restricted Subsidiaries that taken together would not be a Significant Subsidiary), senior management of the Issuer determines that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and each of its Restricted Subsidiaries, taken as a whole.

SECTION 3.14.   Payment of Taxes.  The Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all material taxes, assessments and governmental charges levied or imposed upon the Issuer or any Subsidiary; provided, however, that the Issuer shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Issuer), are being maintained in accordance with GAAP or where the failure to effect such payment shall not be disadvantageous to the Holders.

SECTION 3.15.   Payments for Consent.  Neither the Issuer nor any of its Restricted Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any

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of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that are “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, who, upon request, confirm that they are “qualified institutional buyers,” consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

SECTION 3.16.   Compliance Certificate.  The Issuer shall deliver to the Trustee within 120 days after the end of each Fiscal Year of the Issuer an Officer’s Certificate stating that in the course of the performance by the signer of his or her duties as an Officer of the Issuer he or she would normally have knowledge of any Default or Event of Default and whether or not the signer knows of any Default or Event of Default that occurred during the previous Fiscal Year; provided that no such Officer’s Certificate shall be required for any Fiscal Year ended prior to the Issue Date.  If so, the certificate shall describe the Default or Event of Default, its status and the action the Issuer is taking or proposes to take with respect thereto.  The Issuer also shall comply with TIA § 314(a)(4).

SECTION 3.17.   Further Instruments and Acts.  Upon request of the Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 3.18.   Limitation on Lines of Business.  The Issuer shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than a Similar Business.

SECTION 3.19.   Statement by Officer as to Default.  The Issuer shall deliver to the Trustee, as soon as possible and in any event within 10 Business Days after the Issuer becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the actions which the Issuer is taking or proposes to take with respect thereto.

SECTION 3.20.   Suspension of Certain Covenants.  Following the first day (a) the Notes have an Investment Grade Rating from both of the Ratings Agencies and (b) no Default has occurred and is continuing under this Indenture, the Issuer and its Restricted Subsidiaries shall not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.8 and 4.1(a)(4) (collectively, the “Suspended Covenants”).

If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants shall thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the Notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Registration Rights Agreement, the Notes or the Guarantees with respect to the Suspended Covenants based on, and

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none of the Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” The Issuer shall notify the Trustee of the commencement or termination of any Suspension Period.

On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period shall be classified to have been Incurred pursuant to Section 3.2(a) or one of the clauses of Section 3.2(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant Sections 3.2(a) or (b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 3.2(b)(3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 3.3 shall be made as though the covenants described under Section 3.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 3.3(a).

During any period when the Suspended Covenants are suspended, the board of directors of the Issuer may not designate any of the Issuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture.

The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Suspended Covenants or Reinstatement Date.  The Trustee shall have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of any actions taken during the Suspension Period on the Issuer and its Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the Holders of any Suspended Covenants or Reversion Date.

ARTICLE IV

SUCCESSOR COMPANY

SECTION 4.1.   Merger, Consolidation or Sale of All or Substantially All Assets.

(a)           The Issuer shall 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 Person 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 shall have been made is a

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Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws 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 in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation;

(2)           the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under this Indenture and 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,

(A)the Successor Company or 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 Section 3.2(a) or

(B)the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than the Fixed Charge Coverage 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 clause (1)(b) of Section 10.2(b) shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement;

(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 the Indenture, the Registration Rights Agreement, the Guarantees and the Notes, as applicable. Sections 4.1(a)(3) through (a)(6) shall not apply to the transaction contemplated by the Purchase Agreement.

(c)           Notwithstanding Sections 4.1(a)(3) and (a)(4),

(a)any Non-Guarantor Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer or another Restricted Subsidiary;

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(b)the Issuer or any Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor, as applicable; and

(c)the Issuer may consolidate or merge with an Affiliate of the Issuer, as the case may be, solely for the purpose of reincorporating the Issuer in any state of the United States, the District of Columbia or any territory thereof.

(d)           For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. The predecessor company shall be released from its obligations under the Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor shall not be released from the obligation to pay the principal of and interest on the Notes.

ARTICLE V

REDEMPTION OF SECURITIES

SECTION 5.1.   Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 5.7 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth:

(1)           the clause of this Indenture pursuant to which the redemption shall occur;

(2)           the redemption date;

(3)           the principal amount of Notes to be redeemed; and

(4)           the redemption price.

Any redemption referenced in such Officer’s Certificate may be cancelled by the Issuer at any time prior to notice of redemption being mailed to any Holder and thereafter shall be null and void.

If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms of the Notes, will be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the redemption date.

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SECTION 5.2.   Selection of Notes to Be Redeemed or Purchased.

If the Issuer is redeeming or purchasing less than all of the Notes issued by it at any time, pursuant to Section 5.7 or purchased in an Asset Sale Offer or a Change of Control Offer pursuant to Section 3.10, the Trustee or the applicable Registrar shall select the Notes to be redeemed (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 (c) by lot or such other similar method in accordance with the procedures of DTC.

No Notes of $2,000 or less can be redeemed in part.  In the event of partial redemption, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased.  Notes and portions of Notes selected shall be in amounts of $2,000 or an integral multiple of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased.  Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

SECTION 5.3.   Notice of Redemption.  At least 30 days but not more than 60 days before a redemption date, the Issuer shall mail or cause to be mailed, by first class mail postage prepaid, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, or otherwise in accordance with the procedures of DTC, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles VIII or XII hereof. For Notes that are represented by global certificates on behalf of DTC, the Issuer may deliver the relevant notices to DTC for communication to entitled account holders in substitution of the aforementioned mailing.

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

(1)the redemption date;

(2)the redemption price (or manner of calculation if not then known);

(3)if any Note is being redeemed in part, the portion of the principal amount of such Note 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 shall be issued upon cancellation of the original Note;

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

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

(6)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;

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

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

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer has delivered to the Trustee, at least 45 days prior to the redemption date (or such shorter period as the Trustee shall agree), 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 5.4.   Effect of Notice of Redemption.  Once notice of redemption is mailed in accordance with Section 5.3 hereof, Notes called for redemption, unless such redemption is conditioned on the happening of a future event, become irrevocably due and payable on the redemption date at the redemption price.  Any redemption or notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, other offering or other corporate transaction or event. Notice of any redemption in respect of an Equity Offering may be given prior to the completion thereof.

SECTION 5.5.   Deposit of Redemption or Purchase Price.  Prior to 11:00 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 interest and Additional Interest, if any, 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 or purchase price of, and accrued interest and Additional Interest, if any, 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.  If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest 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 is not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 3.1 hereof.

SECTION 5.6.   Notes Redeemed or Purchased in Part.  Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and, upon receipt of an Issuer Order,

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the Trustee shall adjust the Schedule of Increases or Decreases of any Global Note and 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; provided, that each such new Note shall be in a principal amount of $2,000 or integral multiple of $1,000 in excess thereof.

SECTION 5.7.   Optional Redemption.

(a)At any time prior to November 1, 2014, the Issuer may redeem all or a part of the Notes, on a pro rata basis, upon notice as provided in Section 5.3, at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.

(b)Prior to November 1, 2013, the Issuer may, at its option, upon notice as provided in Section 5.3, redeem up to 35% of the aggregate principal amount of the Notes, on a pro rata basis, at a redemption price equal to 109.250% of the aggregate principal amount of the Notes plus accrued and unpaid interest and Additional Interest, thereon, if any, to, but excluding the applicable Redemption Date, subject to the right of Holders 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 (a) at least 50% of the sum of the aggregate principal amount of Notes of the relevant series originally issued under this Indenture on the Issue Date and any Additional Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 90 days of the date of closing of each such Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6.

(c)Except pursuant to clause (a) or (b) of this Section 5.7, the Notes shall not be redeemable at the Company’s option prior to November 1, 2014.

(d)On and after November 1, 2014 the Issuer may redeem the Notes, on a pro rata basis, in whole or in part, upon notice as provided in Section 5.3, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon and Additional Interest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders 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 November 1, of each of the years indicated in the table below:

Period	Percentage
2014	104.625	%
2015	102.313	%
2016 and thereafter	100.000	%

(e)Unless the Issuer defaults in the payment of the redemption price, interest shall cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date.

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(f)Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

SECTION 5.8.   Mandatory Redemption.  The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1.   Events of Default.  Each of the following is an “Event of Default”:

(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 or Additional Interest, if any, on or with respect to the Notes;

(3)failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes;

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

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

(B)the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25.0 million or more at any one time outstanding;

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(5)failure by the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under Section 3.11) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $25.0 million other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy companies, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6)the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under Section 3.11), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(1)commences a voluntary case or proceeding;

(ii)consents to the entry of an order for relief against it in an involuntary case or proceeding;

(iii)consents to the appointment of a Custodian of it or for substantially all of its property; or

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

(v)consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it; or

(vi)takes any comparable action under any foreign laws relating to insolvency;

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

(1)is for relief against the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under Section 3.11), would constitute a Significant Subsidiary, in an involuntary case;

(vii)appoints a Custodian of the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under Section 3.11), would constitute a Significant Subsidiary, for substantially all of its property; or

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(viii)orders the winding up or liquidation of the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under Section 3.11), would constitute a Significant Subsidiary; or

(ix)or any similar relief is granted under any foreign laws and the order, decree or relief remains unstayed and in effect for 60 consecutive days; and

(8)the Guarantee of any Significant Subsidiary (or group of Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under Section 3.11) would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Restricted Subsidiaries that, taken together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under Section 3.11) would constitute a Significant Subsidiary), as the case may be, denies that it has any further liability under its or their Guarantee(s) 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.

SECTION 6.2.   Acceleration.  If an Event of Default (other than an Event of Default described in clause (6) or (7) of Section 6.1) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in principal amount of the total outstanding Notes by notice to the Issuer and the Trustee, may, declare the principal of, premium, if any, and accrued and unpaid interest (including Additional Interest), if any, and any other monetary obligations on all the Notes to be due and payable.  Upon such a declaration, such principal, premium and accrued and unpaid interest (including Additional Interest) and any other monetary obligations shall be due and payable immediately.

In the event of any Event of Default specified in clause (4) of Section 6.1, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose:

(x)the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(y)the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(z)if the default that is the basis for such Event of Default has been cured.

If an Event of Default described in clause (6) or (7) of Section 6.1 occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest (including Additional Interest) and any other monetary obligations on all the Notes shall become and be

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immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

SECTION 6.3.   Other Remedies.  If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of (or premium, if any) or interest (including Additional Interest) on the Notes or to enforce the performance of any provision of the Notes, this Indenture or the Guarantees.

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 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.  No remedy is exclusive of any other remedy.  All available remedies are cumulative.

SECTION 6.4.   Waiver of Past Defaults.  The Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee (with a copy to the Issuer, but the applicable waiver or rescission shall be effective when the notice is given to the Trustee) may, on behalf of the Holders of all the Notes, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an existing Default and its consequences under this Indenture except (i) a continuing Default in the payment of the principal of, or premium, if any, or interest (including Additional Interest) on a Note held by a non-consenting Holder or (ii) a Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration and its consequences with respect to the Notes provided such rescission would not conflict with any judgment of a court of competent jurisdiction.  When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

SECTION 6.5.   Control by Majority.  The Holders of a majority in principal amount of the 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.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Notes or the Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders) or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.  Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

SECTION 6.6.   Limitation on Suits.  Subject to Section 6.7, a Holder may not pursue any remedy with respect to this Indenture or the Notes unless:

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

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

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

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

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

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

SECTION 6.7.   Rights of Holders to Receive Payment.  Notwithstanding any other provision of this Indenture (including, without limitation, Section 6.6), the right of any Holder to receive payment of principal of, premium (if any), or interest (including Additional Interest) on the Notes held by such Holder, on or after the respective due dates expressed or provided for in the Notes, 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 6.8.   Collection Suit by Trustee.  If an Event of Default specified in clauses (1) or (2) of Section 6.1 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.7.

SECTION 6.9.   Trustee May File Proofs of Claim.  The Trustee may 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 allowed in any judicial proceedings relative to the Issuer, its Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter and may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make 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 it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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SECTION 6.10.   Priorities.  (a)  If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

FIRST:  to the Trustee for amounts due to it under Section 7.7;

SECOND:  to Holders 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 (including Additional Interest), respectively; and

THIRD:  to the Issuer, or to the extent the Trustee collects any amount for any Guarantor, to such Guarantor.

(b)The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.  At least 15 days before such record date, the Issuer shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11.   Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court 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 6.11 does not apply to a suit by the Trustee, a suit by the Issuer, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in outstanding principal amount of the Notes.

ARTICLE VII

TRUSTEE

SECTION 7.1.   Duties of Trustee.  i)  If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture, the Notes or the Guarantees at the request or direction of any of the Holders unless the Holders have offered the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense.

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

(1)the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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

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

(1)this paragraph does not limit the effect of paragraph (b) of this Section 7.1;

(2)the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(3)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 6.5; and

(4)No provision of this Indenture, the Notes or the Guarantees shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c)Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.1.

(d)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.

(e)Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(f)Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1 and to the provisions of the TIA.

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

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SECTION 7.2.   Rights of Trustee.  Subject to Section 7.1:

(a)The Trustee may conclusively rely on 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 (whether in its original or facsimile form) reasonably 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.  The Trustee shall receive and retain financial reports and statements of the Issuer as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuer.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

(c)The Trustee may execute any of the trusts and powers hereunder or perform any duties hereunder either directly by or through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care by it hereunder.

(d)In the absence of willful misconduct or negligence, the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, conferred upon it by this Indenture.

(e)The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes or the Guarantees shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Notes or the Guarantees in good faith and in accordance with the advice or opinion of such counsel.

(f)The Trustee shall not be deemed to have notice of any Default or Event of Default or whether any entity or group of entities constitutes a Significant Subsidiary unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or of any such Significant Subsidiary is received by the Trustee at the corporate trust office of the Trustee specified in Section 13.2, and such notice references the Notes and this Indenture.

(g)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 to each agent, custodian and other Person employed to act hereunder.

(h)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, the Notes or the Guarantees at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless the Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

(i)The Trustee shall not be deemed to have knowledge of any fact or matter unless such fact or matter is known to a Trust Officer of the Trustee.

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(j)Whenever in the administration of this Indenture, the Notes or the Guarantees the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith or willful misconduct on its part, rely upon an Officer’s Certificate.

(k)In no event shall the Trustee be responsible or liable for any 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.

(l)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises of the Issuer and the Restricted Subsidiaries, personally or by agent or attorney.

(m)The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(n)The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or the Notes.

SECTION 7.3.   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, Guarantors or their Affiliates with the same rights it would have if it were not Trustee.  Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights.  However, the Trustee must comply with Sections 7.10 and 7.11.  In addition, the Trustee shall be permitted to engage in transactions with the Issuer; provided, however, that if the Trustee acquires any conflicting interest under the TIA, the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest, (ii) apply to the SEC for permission to continue acting as Trustee or (iii) resign.

SECTION 7.4.   Trustee’s Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Offering Memorandum, the Purchase Agreement, the Guarantees or the Notes, shall not be accountable for the Issuer’s use of the proceeds from the sale of the Notes, shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee or any money paid to the Issuer pursuant to the terms of this Indenture and shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

SECTION 7.5.   Notice of Defaults.  If a Default or Event of Default occurs and is continuing and if a Trust Officer has actual knowledge thereof, the Trustee shall mail by first class

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mail to each Holder at the address set forth in the Notes Register notice of the Default or Event of Default within 90 days after it is actually known to a Trust Officer. Except in the case of a Default relating to the payment of principal of, premium (if any), or interest on any Note (including payments pursuant to the optional redemption or required repurchase provisions of such Note), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Holders.

SECTION 7.6.   Reports by Trustee to Holders.  Within 60 days after each October 15 beginning October 15, 2011, the Trustee shall mail to each Holder a brief report dated as of such October 15 that complies with TIA § 313(a) if and to the extent required thereby.  The Trustee also shall comply with TIA § 313(b) and TIA § 313(c).

A copy of each report at the time of its mailing to Holders shall be filed with the SEC and each stock exchange (if any) on which the Notes are listed.  The Issuer agrees to notify promptly the Trustee in writing whenever the Notes become listed on any stock exchange and of any delisting thereof and the Trustee shall comply with TIA § 313(d).

SECTION 7.7.   Compensation and Indemnity.  The Issuer shall pay to the Trustee from time to time reasonable compensation for its services hereunder and under the Notes and the Guarantees as the Issuer and the Trustee or the Issuer shall from time to time agree in writing.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to Holders.  Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the respective agents, counsel, accountants and experts of the Trustee.  The Issuer shall indemnify each of the Trustee and its officers, directors, shareholders, employees and agents against any and all loss, liability, damages, claims or expense (including reasonable attorneys’ fees and expenses) incurred by it without willful misconduct, negligence or bad faith on its part in connection with the acceptance or administration of this trust, the exercise of its rights and powers, and the performance of its duties hereunder and under the Notes and the Guarantees, including the costs and expenses of enforcing this Indenture (including this Section 7.7), the Notes and the Guarantees and of defending itself against any claims (whether asserted by any Holder, the Issuer or otherwise).  Each of the Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity of which it has received written notice.  Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder.  The Issuer shall defend the claim and each of the Trustee shall provide reasonable cooperation at the Issuer’s expense in the defense.  The Trustee may each have separate counsel and the Issuer shall pay the fees and expenses of such counsel.

To secure the Issuer’s payment obligations in this Section 7.7, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes.  Such lien shall survive the satisfaction and discharge of this Indenture.  The Trustee’s right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Issuer.

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The Issuer’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and the resignation or removal of the Trustee. “Trustee” for the purposes of this Section 7.7 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.  Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after the occurrence of a Default specified in clause (6) or clause (7) of Section 6.1, the expenses (including the reasonable fees and expenses of its counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 7.8.   Replacement of Trustee.  The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignation.  The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent shall not be unreasonably withheld.  The Issuer shall remove the Trustee if:

(1)the Trustee fails to comply with Section 7.10 hereof;

(2)the Trustee is adjudged bankrupt or insolvent;

(3)a receiver or other public officer takes charge of the Trustee or its property; or

(4)the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint 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, subject to the lien provided for in Section 7.7.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA § 310(b), any Holder, who has been a bona fide holder of a Note for at

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least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.

SECTION 7.9.   Successor Trustee by Merger.  If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; provided that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall only apply to its successor or successors by merger, consolidation or conversion.

SECTION 7.10.   Eligibility; Disqualification.  This Indenture shall always have a Trustee that satisfies the requirements of TIA § 310(a)(1), (2) and (5) in every respect.  The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.  The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11.   Preferential Collection of Claims Against the Issuer.  The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

SECTION 7.12.   Trustee’s Application for Instruction from the Issuer.  Any application by the Trustee for written instructions from the Issuer may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective.  The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any Officer of the Issuer actually receives such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

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ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1.   Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance.  The Issuer may, at its option and at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.2.   Legal Defeasance and Discharge.  Upon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their obligation with respect to all outstanding Notes (including the Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(1)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 referred to in Section 8.4 hereof;

(2)the Issuer’s obligations with respect to Notes under Article II concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and Section 3.12 hereof concerning the maintenance of an office or agency for payment and money for security payments held in trust;

(3)the rights, powers, trusts, duties and immunities of the Trustee and the Issuer’s obligations in connection therewith; and;

(4)this Article VIII with respect to provisions relating to Legal Defeasance.

SECTION 8.3.   Covenant Defeasance.  Upon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from each of their obligations under the covenants contained in Section 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.15, 3.18 and Section 4.1(a)(4) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.4 hereof are satisfied (hereinafter, “Covenant

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Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder.  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Guarantees, the Issuer and the Guarantors 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 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Guarantees shall be unaffected thereby.  In addition, upon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(3), 6.1(4), 6.1(5), 6.1(6) (with respect only to a Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), 6.1(7) (with respect only to a Restricted Subsidiary that is a Significant Subsidiaries or any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), and 6.1(8) hereof shall not constitute Events of Default.

SECTION 8.4.   Conditions to Legal or Covenant Defeasance.  In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3 hereof:

(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 shall 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 shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall be subject to such 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;

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(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 shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case 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 the Credit Facilities 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

(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 shall 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 8.5.   Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.  Subject to Section 8.6 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 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 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 and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

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The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.4 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.

Notwithstanding anything in this Article VIII to the contrary, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or non-callable Government Securities held by it as provided in Section 8.4 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 8.4(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.6.   Repayment to the Issuer.  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 or Additional Interest, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium or Additional Interest, if any, or interest has become due and payable shall be paid to the Issuer on its request unless an abandoned property law designates another Person or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter be permitted to look only to the Issuer for payment thereof unless an abandoned property law designates another Person, 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; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.

SECTION 8.7.   Reinstatement.  If the Trustee or Paying Agent is unable to apply any money or U.S. dollars or non-callable Government Securities in accordance with Section 8.2 or 8.3 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 and the Guarantors’ obligations under this Indenture and the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium or Additional Interest, 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 or non-callable Government Securities held by the Trustee or Paying Agent.

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ARTICLE IX

AMENDMENTS

SECTION 9.1.   Without Consent of Holders.  Notwithstanding Section 9.2 of this Indenture, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture and any Guarantee and the 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 Article IV or Section 10.2(b);

(4)to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders in a transaction that complies with this Indenture;

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

(6)to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

(7)to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(8)to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof;

(9)to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10)to add a Guarantor under this Indenture;

(11)to conform the text of this Indenture, Guarantee or Notes to any provision under the heading “Description of notes” in the Offering Memorandum to the extent that an Officer’s Certificate is provided to the Trustee stating that such provision in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; 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

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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.

Subject to Section 9.2, upon the request of the Issuer, and upon receipt by the Trustee of the documents described in Section 13.4 hereof, the Trustee shall join with the Issuer and the Guarantors 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.

After an amendment or supplement under this Section 9.1 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement.  The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.1.

SECTION 9.2.   With Consent of Holders.

Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any related Guarantee and the Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, and Additional Interest, if any, 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 Notes and the Garantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes).  Section 2.11 hereof and Section 13.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2.

Upon the request of the Issuer, 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 13.4 hereof, the Trustee shall join with the Issuer and the Guarantors 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.

Without the consent of each affected Holder of Notes, an amendment or waiver 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;

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(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 Sections 3.5 and 3.10);

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

(4)waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5)make any Note payable in money other than that stated therein;

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

(7)make any change in these amendment and waiver provisions that require each Holder’s consent;

(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 Guarantees of any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal period end provided as required under Section 3.11) would constitute a Significant Subsidiary), in any manner adverse to the Holders of the Notes.

It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.  A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall not be rendered invalid by such tender or exchange.

After an amendment or supplement under this Section 9.2 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement.  The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

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SECTION 9.3.   Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture, any Guarantee and the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

SECTION 9.4.   Revocation and Effect of Consents and Waivers.

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 or waiver is not made on any Note.  However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent or waiver as to such Holder’s Note or portion of its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective.  An amendment, supplement or waiver becomes effective 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 give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture.  If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, 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.

SECTION 9.5.   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 Issuer 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 9.6.   Trustee to Sign Amendments.

The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Sections 7.1 and 7.2 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

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ARTICLE X

GUARANTEE

SECTION 10.1.   Guarantee.  Subject to the provisions of this Article X, from and after the Release each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest (including Additional Interest) (accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.7) on the Notes and all other obligations and liabilities of the Issuer under this Indenture (including without limitation interest (including Additional Interest) and the Registration Rights Agreement (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  Each Guarantee shall be on an unsecured senior basis.  Each Guarantor agrees that the Guaranteed Obligations shall (i) rank equally in right of payment with other existing and future Senior Indebtedness of each such Guarantor, (ii) be effectively subordinated to all Secured Indebtedness of each such Guarantor to the extent of the value of the assets securing such Indebtedness and (iii) shall be senior in right of payment to all existing and future Subordinated Indebtedness of each such Guarantor.

To evidence its Guarantee set forth in this Section 10.1, each Guarantor hereby agrees that this Indenture (or a supplemental indenture to the Indenture) shall be executed on behalf of such Guarantor by an Officer of such Guarantor.

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.1 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 whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

Upon execution of a supplemental indenture to this Indenture by the Guarantors, the Guarantees set forth in this Indenture shall be deemed duly delivered, without any further action by any Person, on behalf of the Guarantors. Following the Issue Date, 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.

Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation.

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Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment.  Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.

Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations.

Except as set forth in Section 10.2, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.  Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the failure of any Holder to exercise any right or remedy against any other Guarantor; (e) any change in the ownership of the Issuer; (f) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (g) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.

Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XII.  Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding).

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Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Section.

SECTION 10.2.   Limitation on Liability; Termination, Release and Discharge.

(a)Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit Facilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.

(b)Subject to Section 10.2(c), no Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or such 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 transaction, to, any Person unless:

(i)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 shall have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor, 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”);

(ii)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;

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

(iv)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

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such supplemental indentures, if any, comply with this Indenture, provided that this clause (b) shall be inapplicable to a Restricted Subsidiary that previously was a Subsidiary Guarantor if such Restricted Subsidiary is no longer a Restricted Subsidiary of the Company after giving effect to such transaction; and

(v)the transaction is made in compliance with Section 3.5.

(c)Subject to the limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture, such Guarantor’s Guarantee and the Registration Rights Agreement.  Notwithstanding the foregoing, any Guarantor may (i) merge into or with or wind up into or transfer all or part of its properties and assets to a Guarantor or the Issuer or (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof. Notwithstanding the foregoing, any Restricted Subsidiary may liquidate or dissolve if the Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Issuer and is not materially disadvantageous to the Holders.

(d)Any Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged upon:

(1)(A) any sale, exchange, disposition or transfer (by merger or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with the applicable provisions of this Indenture;

(B) the release or discharge of the guarantee by such Guarantor of the Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; and

(D) the Issuer exercising its legal defeasance option or covenant defeasance option as described in Article VIII or if its obligations under this Indenture are discharged in accordance with Article XII.

(2)Such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. Upon request, the Trustee shall execute an instrument evidencing the release of such Guarantor.

SECTION 10.3.   Right of Contribution.  Each Guarantor hereby agrees that any Guarantor that makes a payment on the obligations under the Guarantees shall be entitled, upon payment in full of all obligations under the Guarantees, to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on

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the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. The provisions of this Section 10.3 shall in no respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders and each Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder.

SECTION 10.4.   No Subrogation.  Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any guarantee or right of offset held by the Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guaranteed Obligations are paid in full.  If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guaranteed Obligations.

ARTICLE XI

RESERVED

ARTICLE XII

SATISFACTION AND DISCHARGE

SECTION 12.1.   Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when:

(a)either:

(i)all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that 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

(ii)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, shall become due and payable within one year or are to be called for redemption 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,

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of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall 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;

(b)no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to the Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, the Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

(c)the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and

(d)the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

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

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to clause (a)(ii) of this Section 12.1, the provisions of Sections 12.2 and 8.6 hereof shall survive.

SECTION 12.2.    Application of Trust Money.

Subject to the provisions of Section 8.6 hereof, all money deposited with the Trustee pursuant to Section 12.1 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, 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 12.1 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or

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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 12.1 hereof; provided that if the Issuer has made any payment of principal of, premium or Additional Interest, 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 XIII

MISCELLANEOUS

SECTION 13.1.   Trust Indenture Act Controls.  If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control.  Each Guarantor in addition to performing its obligations under its Guarantee shall perform such other obligations as may be imposed upon it with respect to this Indenture under the TIA.

SECTION 13.2.   Notices.  Any notice or communication shall be in writing and delivered in person, sent by facsimile, sent by electronic mail, delivered by commercial courier service or mailed by first-class mail, postage prepaid, addressed as follows:

if to the Issuer or to any Guarantor:

Viking Acquisition Inc.

c/o Avista Capital Partners

65 East 55th Street

18th Floor

New York, New York 10022

Attention: David Burgstahler

Telecopy: (212) 593-6901

with a copy to:

Kirkland & Ellis LLP

601 Lexington Ave

New York, New York 10022

Attention: Joshua N. Korff

Telecopy: (212) 446-4900

E-mail: joshua.korff@kirkland.com

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if to the Trustee, at its corporate trust office, which corporate trust office for purposes of this Indenture is at the date hereof located at:

Wells Fargo Bank, N.A.

Corporate Trust Services

625 Marquette Ave. 11th Floor

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services, Jayne Sillman

Telecopy: (612) 667-9825

E-mail: Jayne.E.Sillman@Wellsfargo.com

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

Any notice or communication to the Issuer or the Guarantors shall be deemed to have been given or made as of the date so delivered if personally delivered; when answered back, if telexed; when receipt is acknowledged, if telecopied; on the first date on which publication is made, when given by publication; and five calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee).  Any notice or communication to the Trustee shall be deemed delivered upon receipt.

Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears in the Notes Register and shall be sufficiently given if so mailed within the time prescribed.

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 in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee shall be effective only upon receipt.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

SECTION 13.3.   Communication by Holders with other Holders.  Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Issuer, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC for such Note (or its designee), pursuant to the customary procedures of DTC.

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SECTION 13.4.   Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee:

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

(2)an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 13.5.   Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1)a statement that the individual making such certificate or opinion has read such covenant or condition;

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

(3)a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officer’s Certificate or on certificates of public officials.

SECTION 13.6.   When Notes Disregarded.  In determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, any Guarantor or any Affiliate of them shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee actually knows are so owned shall be so disregarded.  Also, subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

SECTION 13.7.   Rules by Trustee, Paying Agent and Registrar.  The Trustee may make reasonable rules for action by, or at meetings of, Holders.  The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 13.8.   Legal Holidays.  If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue

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for the intervening period.  If a regular record date is a Legal Holiday, the record date shall not be affected.

SECTION 13.9.   GOVERNING LAW.  THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN SAID STATE.  EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE STATE COURTS OF, AND THE FEDERAL COURTS LOCATED IN, THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE (INCLUDING THE GUARANTEES SET FORTH HEREIN) OR THE NOTES.

SECTION 13.10.   USA Patriot Act.  The parties hereto acknowledge that in accordance with Section 326 of the USA 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.  The parties to this Indenture agree that they shall provide the Trustee with such information as they may request in order to satisfy the requirements of the USA Patriot Act.

SECTION 13.11.   No Recourse Against Others.  An incorporator, director, officer, employee or stockholder of the Issuer or any Guarantor or any of their parent companies, solely by reason of this status, shall not have any liability for any obligations of the Issuer or any Guarantor under the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Note, each Holder waives and releases all such liability.  The waiver and release are a part of the consideration for the issuance of the Notes.

SECTION 13.12.   Successors.  All agreements of the Issuer and each Guarantor in this Indenture and the Notes shall bind their respective successors.  All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 13.13.   Multiple Originals.  The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this Indenture.

SECTION 13.14.   Qualification of Indenture.  The Issuer has agreed to qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and to pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuer, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes.  The Trustee shall be entitled to receive from the Issuer any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA.

SECTION 13.15.   Table of Contents; Headings.  The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been

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inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 13.16.   WAIVERS OF JURY TRIAL.  THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS INDENTURE, THE NOTES OR THE GUARANTEES AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 13.17.   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 control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 13.18.   Effectiveness of Provisions for the Guarantors.  The provisions of this Indenture shall not be effective for the Guarantors, with the exception of Sections 3.9, 3.13, 3.14 and 3.18, until the entry by the Guarantors into a supplemental indenture in the form of Exhibit C hereto.

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

VIKING ACQUISITION INC.
By	/s/ David Lundstedt
Name:	David Lundstedt
Title:	President and Chief Executive Officer

[Signature Page to the Indenture]

WELLS FARGO BANK, N.A.
as Trustee
By:	/s/ Jayne E. Sillman
	Name: Jayne E. Sillman
	Title:   Vice President

[Signature Page to the Indenture]

EXHIBIT A: Form of Series A Note

 [FORM OF FACE OF SERIES A NOTE]

[Applicable Restricted Notes Legend]
[Depository Legend, if applicable]

[OID Legend, if applicable]

[Temporary Regulation S Legend, if applicable]

No. [      ]	Principal Amount $[                      ] [as revised by the Schedule of Increases and Decreases in Global Note attached hereto](1)
	CUSIP NO.                                                   (2)

VIKING ACQUISITION INC.

9¼% Senior Notes due 2018

Viking Acquisition Inc., a Delaware corporation (the “Issuer”), promises to pay to [Cede & Co.](1), or its registered assigns, the principal sum of                                Dollars, [as revised by the Schedule of Increases and Decreases in Global Note attached hereto] (1), on November 1, 2018.

Interest Payment Dates:  May 1 and November 1, commencing on May 1, 2011

Record Dates:  April 15 and October 15

Additional provisions of this Note are set forth on the other side of this Note.

(1)  Insert in Global Notes only

(2)  144A — 92675WAA8

Reg S — U92241AA3

A-1

2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

VIKING ACQUISITION INC.

By:

Name:

Title:

A-2

TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee, certifies
that this is one of
the Notes referred
to in the Indenture.

By:
	Authorized Officer	Date:

A-3

[FORM OF REVERSE SIDE OF NOTE]

VIKING ACQUISITION INC.

9¼% Senior Notes due 2018

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture.

1.   Interest

Viking Acquisition Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay interest on the principal amount of this Note at the rate of 9¼% per annum, which shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 5, 2010.  The Issuer shall pay interest on overdue principal at the rate specified herein, and it shall pay interest on overdue installments of interest (including Additional Interest) at the same rate to the extent lawful. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Issuer shall make each interest payment in cash semi-annually in arrears on May 1 and November 1of each year, commencing on May 1, 2011, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”) to Holders of record of Notes on the immediately preceding April 15 and October 15.

In addition to the rights provided to Holders under the Indenture, Holders of Registrable Securities shall have all rights set forth in the Registration Rights Agreement, dated as of November 5, 2010, among Viking Acquisition Inc., the Guarantors named therein and the other parties named on the signature pages thereto (the “Registration Rights Agreement”), including the right to receive Additional Interest in certain circumstances. If applicable, Additional Interest shall be paid to the same Persons, in the same manner and at the same times as regular interest.

2.   Method of Payment

By no later than 11:00 a.m. (New York City time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due.  Interest on any Note which is payable, and is timely paid or duly provided for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the preceding April 15 and October 15 at the office or agency of the Issuer maintained for such purpose pursuant to Section 2.3 of the Indenture.  The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of Paying Agent or Registrar designated by the Issuer maintained for such purpose in the United States or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3 of the Indenture; provided, however, that, at the option of the Issuer, the principal of (and premium, if any) and interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) wire transfer to an account located in the United States maintained by the

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payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depository.

3.   Paying Agent and Registrar

The Issuer initially appoints Wells Fargo Bank, National Association (the “Trustee”) as Registrar and Paying Agent for the Notes.  The Issuer may change any Registrar or Paying Agent without prior notice to the Holders.  The Issuer or any Guarantor may act as Paying Agent, Registrar or transfer agent.

4.   Indenture

The Issuer issued the Notes under an Indenture dated as of November 5, 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among Viking Acquisition Inc. and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”).  The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those 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.

The Notes are senior unsecured obligations of the Issuer.  The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited.  This Note is one of the 9¼% Senior Notes, Series A, due 2018 referred to in the Indenture.  The Notes include (i) $275,000,000 principal amount of the Issuer’s 9¼% Senior Notes, Series A, due 2018  issued under the Indenture on November 5, 2010 (the “Initial Notes”), (ii) if and when issued, additional 9¼% Senior Notes, Series A, due 2018 or 9¼% Senior Notes, Series B, due 2018 of the Issuer that may be issued from time to time under the Indenture subsequent to November 5, 2010 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 9¼% Senior Notes, Series B, due 2018 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”).  The Initial Notes, the Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture and the Security Documents.  The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations.  The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.

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5.   Guarantees

To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors shall unconditionally guarantee (and future guarantors, together with the Guarantors, shall unconditionally Guarantee), jointly and severally, such obligations on a senior unsecured basis pursuant to the terms of the Indenture.

6.   Redemption

At any time prior to November 1, 2014, the Issuer may redeem all or a part of the Notes, on a pro rata basis, upon notice as described in Section 5.3 of the Indenture, at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest and Additional Interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.

Prior to November 1, 2013, the Issuer may, at its option, upon notice as described under Section 5.3 of the Indenture, on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes, on a pro rata basis, issued under the Indenture at a redemption price equal to 109.250% of the aggregate principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders 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 (a) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 90 days of the date of closing of each such Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture.

Except as set forth above, the Notes shall not be redeemable at the Issuer’s option prior to November 1, 2014.

On and after November 1, 2014, the Issuer may redeem the Notes, on a pro rata basis, in whole or in part, upon notice as described under Section 5.3 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon and Additional Interest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders 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 15, of each of the years indicated in the table below:

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Period	Percentage
2014	104.625	%
2015	102.313	%
2016 and thereafter	100.000	%

Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture.

“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 November 1, 2014 (such redemption price being set forth in the table appearing above), plus (ii) all required interest payments due on such Note through November 1, 2014 (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 principal amount of such Note.

“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 November 1, 2014; provided, however, that if the period from the redemption date to November 1, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

7.   Repurchase Provisions

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 in Section 5.7 of the Indenture, each Holder shall have the right to require the Issuer to repurchase from each Holder all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date as provided in, and subject to the terms of, the Indenture.

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8.   Denominations; Transfer; Exchange

The Notes shall be issuable only in fully registered form, without coupons, and only in denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.  A Holder may transfer or exchange Notes in accordance with the Indenture.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay a sum sufficient to cover any tax and fees required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.

9.   Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

10.   Unclaimed Money

If money for the payment of principal, premium, if any, or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuer at its request unless an abandoned property law designates another Person.  After any such payment, Holders entitled to the money must look only to the Issuer for payment as general creditors unless an abandoned property law designates another person and not to the Trustee for payment.

11.   Defeasance

Subject to certain exceptions and conditions set forth in the Indenture, the Issuer at any time may terminate some or all of its obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Securities for the payment of principal, premium, if any, and interest on the Notes to redemption or maturity, as the case may be.

12.   Amendment, Supplement, Waiver

Subject to certain exceptions contained in the Indenture, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes.  Without notice to or the consent of any Holder, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the Security Documents and the Notes as provided in the Indenture.

13.   Defaults and Remedies

If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer or certain Restricted Subsidiaries) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in principal amount of the total outstanding Notes by notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest (including Additional Interest), if

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any, and any other monetary obligations on all the Notes to be due and payable.  Upon such a declaration, such principal, premium and accrued and unpaid interest (including Additional Interest) and any other monetary obligations shall be due and payable immediately.  If a bankruptcy, insolvency or reorganization of the Issuer or certain Restricted Subsidiaries occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest (including Additional Interest) and any other monetary obligations on all the Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.  Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

14.   Trustee Dealings with the Issuer

Subject to certain limitations set forth in the Indenture, The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer, Guarantors or their Affiliates with the same rights it would have if it were not Trustee.

15.   No Recourse Against Others

An incorporator, director, officer, employee or stockholder of the Issuer or any Guarantor or any of their parent companies, solely by reason of this status, shall not have any liability for any obligations of the Issuer or any Guarantor under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Note, each Holder waives and releases all such liability.  The waiver and release are a part of the consideration for the issuance of the Notes.

16.   Authentication

This Note shall not be valid until an authorized officer of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

17.   Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act).

18.   CUSIP, Common Code and ISIN Numbers

The Issuer has caused CUSIP, Common Code and ISIN numbers, if applicable, to be printed on the Notes and has directed the Trustee to use CUSIP, Common Code and ISIN numbers, if applicable, in notices of redemption or purchase 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 or purchase and reliance may be placed only on the other identification numbers placed thereon.

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19.   Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

The Issuer shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture.  Requests may be made to:

Viking Acquistion Inc.

c/o Avista Capital Partners

65 East 55th Street

18th Floor

New York, New York 10022

Attention: David Burgstahler and Ben Silbert

with a copy to:

Kirkland & Ellis LLP

601 Lexington Ave

New York, New York 10022

Attention: Joshua N. Korff

Telecopy: (212) 446-4900

E-mail: joshua.korff@kirkland.com

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s social security or tax I.D. No.)

and irrevocably appoint                        agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:	Your Signature:
Signature Guarantee:
(Signature must be guaranteed)
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.

The undersigned hereby certifies that it o is / o is not an Affiliate of the Issuer and that, to its knowledge, the proposed transferee o is / o is not an Affiliate of the Issuer.

In connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being:

CHECK ONE BOX BELOW:

(1)	o	acquired for the undersigned’s own account, without transfer; or
(2)	o	transferred to the Issuer; or
(3)	o	transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or
(4)	o	transferred pursuant to an effective registration statement under the Securities Act; or

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(5)	o	transferred pursuant to and in compliance with Regulation S under the Securities Act; or
(6)	o	transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter appears as Section 2.8 of the Indenture); or
(7)	o	transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Issuer may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Issuer may reasonably request 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 of 1933, as amended, such as the exemption provided by Rule 144 under such Act.

	Signature
Signature Guarantee:
(Signature must be guaranteed)	Signature

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:

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[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTES

The following increases or decreases in this Global Note have been made:

Date of
Exchange Amount of decrease in Principal
Amount of this Global Note Amount of increase in Principal
Amount of this Global Note Principal Amount of this Global
Note following such decrease or
increase Signature of authorized
signatory of Trustee or Notes
Custodian

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OPTION OF HOLDER TO ELECT PURCHASE

If you elect to have this Note purchased by the Issuer pursuant to Section 3.5 or 3.10 of the Indenture, check either box:

o	o
3.5	3.10

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 3.5 or 3.10 of the Indenture, state the amount in principal amount (must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof):  $                                                                                         and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repurchased (in the absence of any such specification, one such Note shall be issued for the portion not being repurchased):                                   .

Date:	Your Signature
		(Sign exactly as your name appears on the other side of the Note)
Signature Guarantee:
(Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.

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EXHIBIT B: Form of Series B Note

[FORM OF FACE OF SERIES B NOTE]

[Depository Legend, if applicable]

[OID Legend, if applicable]

[Temporary Regulation S Legend, if applicable]

No. [      ]	Principal Amount $[                      ] [as revised by the Schedule of Increases and Decreases in Global Note attached hereto](3)
	CUSIP NO.

VIKING ACQUISITION INC.

9¼% Senior Notes due 2018

Viking Acquisition Inc., a Delaware corporation (the “Issuer”), promises to pay to [Cede & Co.](3), or its registered assigns, the principal sum of                                Dollars, [as revised by the Schedule of Increases and Decreases in Global Note attached hereto](3), on November 1, 2018.

Interest Payment Dates:  May 1 and November 1, commencing on May 1, 2011

Record Dates:  April 15 and October 15

Additional provisions of this Note are set forth on the other side of this Note.

(3)  Insert in Global Notes only

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1

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

VIKING ACQUISITION INC.

By

Name:

Title:

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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee, certifies
that this is one of
the Notes referred
to in the Indenture.

By:
	Authorized Officer	Date:

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[FORM OF REVERSE SIDE OF NOTE]

VIKING ACQUISITION INC.

9¼% Senior Notes due 2018

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture.

1.   Interest

Viking Acquisition Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay interest on the principal amount of this Note at the rate of 9¼% per annum, which shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 5, 2010.  The Issuer shall pay interest on overdue principal at the rate specified herein, and it shall pay interest on overdue installments of interest (including Additional Interest) at the same rate to the extent lawful. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Issuer shall make each interest payment in cash semi-annually in arrears on May 1 and November 1of each year, commencing on May 1, 2011, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”) to Holders of record of Notes on the immediately preceding April 15 and October 15.

2.   Method of Payment

By no later than 11:00 a.m. (New York City time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due.  Interest on any Note which is payable, and is timely paid or duly provided for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the preceding April 15 and October 15 at the office or agency of the Issuer maintained for such purpose pursuant to Section 2.3 of the Indenture.  The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of Paying Agent or Registrar designated by the Issuer maintained for such purpose in the United States or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3 of the Indenture; provided, however, that, at the option of the Issuer, the principal of (and premium, if any) and interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depository.

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3.   Paying Agent and Registrar

The Issuer initially appoints Wells Fargo Bank, National Association (the “Trustee”) as Registrar and Paying Agent for the Notes.  The Issuer may change any Registrar or Paying Agent without prior notice to the Holders.  The Issuer or any Guarantor may act as Paying Agent, Registrar or transfer agent.

4.   Indenture

The Issuer issued the Notes under an Indenture dated as of November 5, 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among Viking Acquisition Inc. and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”).  The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those 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.

The Notes are senior unsecured obligations of the Issuer.  The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited.  This Note is one of the 9¼%  Senior Notes, Series B, due 2018 referred to in the Indenture.  The Notes include (i) $275,000,000 principal amount of the Issuer’s 9¼% Senior Notes, Series A, due 2018  issued under the Indenture on November 5, 2010 (the “Initial Notes”), (ii) if and when issued, additional 9¼% Senior Notes, Series A, due 2018 or 9¼% Senior Notes, Series B, due 2018 of the Issuer that may be issued from time to time under the Indenture subsequent to November 5, 2010 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 9¼% Senior Notes, Series B, due 2018 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”).  The Initial Notes, the Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture and the Security Documents.  The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations.  The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.

5.   Guarantees

To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-filing or post-petition interest) on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed (and future guarantors, together with

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the Guarantors, shall unconditionally Guarantee), jointly and severally, such obligations on a senior unsecured basis pursuant to the terms of the Indenture.

6.   Redemption

At any time prior to November 1, 2014, the Issuer may redeem all or a part of the Notes, on a pro rata basis, upon notice as described under Section 5.3 of the Indenture, at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest and Additional Interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.

Prior to November 1, 2013, the Issuer may, at its option, upon notice as described under Section 5.3 of the Indenture, on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes, on a pro rata basis, issued under this Indenture at a redemption price equal to 109.250% of the aggregate principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders 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 (a) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 90 days of the date of closing of each such Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture.

Except as set forth above, the Notes shall not be redeemable at the Issuer’s option prior to November 1, 2014.

On and after November 1, 2014, the Issuer may redeem the Notes, on a pro rata basis, in whole or in part, upon notice as described under Section 5.3 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon and Additional Interest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders 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 November 1of each of the years indicated in the table below:

Period	Percentage
2014	104.625	%
2015	102.313	%
2016 and thereafter	100.000	%

Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture.

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“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 November 1, 2014 (such redemption price being set forth in the table above), plus (ii) all required interest payments due on such Note through November 1, 2014 (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 principal amount of such Note.

“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 November 1, 2014; provided, however, that if the period from the redemption date to November 1, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

7.   Repurchase Provisions

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 in Section 5.7 of the Indenture, each Holder shall have the right to require the Issuer to repurchase from each Holder all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date as provided in, and subject to the terms of, the Indenture.

8.   Denominations; Transfer; Exchange

The Notes shall be issuable only in fully registered form, without coupons, and only in denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.  A Holder may transfer or exchange Notes in accordance with the Indenture.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay a sum sufficient to cover any tax and fees required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.

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9.   Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

10.   Unclaimed Money

If money for the payment of principal, premium, if any, or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuer at its request unless an abandoned property law designates another Person.  After any such payment, Holders entitled to the money must look only to the Issuer for payment as general creditors unless an abandoned property law designates another person and not to the Trustee for payment.

11.   Defeasance

Subject to certain exceptions and conditions set forth in the Indenture, the Issuer at any time may terminate some or all of its obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Securities for the payment of principal, premium, if any, and interest on the Notes to redemption or maturity, as the case may be.

12.   Amendment, Supplement, Waiver

Subject to certain exceptions contained in the Indenture, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes.  Without notice to or the consent of any Holder, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the Security Documents and the Notes as provided in the Indenture.

13.   Defaults and Remedies

If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer or certain Restricted Subsidiaries) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in principal amount of the total outstanding Notes by notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest (including Additional Interest), if any, and any other monetary obligations on all the Notes to be due and payable.  Upon such a declaration, such principal, premium and accrued and unpaid interest (including Additional Interest) and any other monetary obligations shall be due and payable immediately.  If a bankruptcy, insolvency or reorganization of the Issuer or certain Restricted Subsidiaries occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest (including Additional Interest) and any other monetary obligations on all the Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.  Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

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14.   Trustee Dealings with the Issuer

Subject to certain limitations set forth in the Indenture, The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer, Guarantors or their Affiliates with the same rights it would have if it were not Trustee.

15.   No Recourse Against Others

An incorporator, director, officer, employee or stockholder of the Issuer or any Guarantor or any of their parent companies, solely by reason of this status, shall not have any liability for any obligations of the Issuer or any Guarantor under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Note, each Holder waives and releases all such liability.  The waiver and release are a part of the consideration for the issuance of the Notes.

16.   Authentication

This Note shall not be valid until an authorized officer of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

17.   Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act).

18.   CUSIP, Common Code and ISIN Numbers

The Issuer has caused CUSIP, Common Code and ISIN numbers, if applicable, to be printed on the Notes and has directed the Trustee to use CUSIP, Common Code and ISIN numbers, if applicable, in notices of redemption or purchase 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 or purchase and reliance may be placed only on the other identification numbers placed thereon.

19.   Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

The Issuer shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture.  Requests may be made to:

Viking Acquistion Inc.

c/o Avista Capital Partners

65 East 55th Street

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18th Floor

New York, New York 10022

Attention: David Burgstahler and Ben Silbert

with a copy to:

Kirkland & Ellis LLP

601 Lexington Ave

New York, New York 10022

Attention: Joshua N. Korff

Telecopy:  (212) 446-4900

E-mail: joshua.korff@kirkland.com

B-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s social security or tax I.D. No.)

and irrevocably appoint                        agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:	Your Signature:
Signature Guarantee:
(Signature must be guaranteed)
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.

B-10

[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTES

The following increases or decreases in this Global Note have been made:

Date of
Exchange Amount of decrease in Principal
Amount of this Global Note Amount of increase in Principal
Amount of this Global Note Principal Amount of this Global
Note following such decrease or
increase Signature of authorized
signatory of Trustee or Notes
Custodian

B-11

OPTION OF HOLDER TO ELECT PURCHASE

If you elect to have this Note purchased by the Issuer pursuant to Section 3.5 or 3.10 of the Indenture, check either box:

o	o
3.5	3.10

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 3.5 or 3.10 of the Indenture, state the amount in principal amount (must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof):  $                                                                                         and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repurchased (in the absence of any such specification, one such Note shall be issued for the portion not being repurchased):                                   .

Date:	Your Signature
		(Sign exactly as your name appears on the other side of the Note)
Signature Guarantee:
(Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.

B-12

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EXHIBIT C: Form of Indenture Supplement for Joinder of Guarantors

This Supplemental Indenture (this “Supplemental Indenture”) is entered into as of November 5, 2010 by and among Viking Acquisition Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on Schedule I hereto (the “Guarantors”) and Wells Fargo Bank, National Association (the “Trustee”), as Trustee under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Issuer and the Trustee entered into that certain Indenture dated as of November 5, 2010 (the “Indenture”) and the Issuer issued pursuant to the Indenture an aggregate principal amount of $275.0 million of 9¼% Senior Notes due 2018 (the “Notes”);

WHEREAS, the Indenture provides that the Issuer is required to cause each Wholly-Owned Subsidiary that is a Restricted Subsidiary that guarantees Indebtedness to unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior unsecured basis and all other obligations under the Indenture;

WHEREAS, Section 9.1 of the Indenture provides that the Issuer, the Guarantors and the Trustee may, without the consent of the Holders of Notes, enter into a supplemental indenture for the purposes of evidencing the succession of another Person to the Issuer;

WHEREAS, the Indenture provides that under certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor 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, each of the Issuer and the Guarantors have been authorized by or pursuant to a Board Resolution (or equivalent authorization) to enter into this Supplemental Indenture; and

WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee hereby agree as follows:

C-1

ARTICLE I

DEFINITIONS

SECTION 1.1   Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

ARTICLE II

REPRESENTATIONS OF ISSUER AND SUCCESSOR

SECTION 2.1   Each of the Issuer and the Guarantors represents and warrants to the Trustee as follows:

(i)It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

(ii)The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate or limited liability company action on its part.

ARTICLE III

AGREEMENTS TO BE BOUND

SECTION 3.1   The Guarantors hereby become parties to the Indenture as a Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.  The Guarantors agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 3.2   Each Guarantor agrees, on a joint and several basis with all the other Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture on a senior unsecured basis.

SECTION 3.3   In accordance with Section 4.1 of the Indenture, each Guarantor hereby confirms that its Guarantee shall apply to Successor’s obligation under the Indenture and the Notes.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1   Notices.  All notices and other communications to the Guarantors shall be given as provided in the Indenture to the Guarantors, at the addresses set forth in the Indenture, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.

SECTION 4.1   Parties.  Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

C-2

SECTION 4.3   Effectiveness.  This Supplemental Indenture shall become effective as of the Issue Date.

SECTION 4.4   Governing Law.  This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 4.5   Severability Clause.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 4.6   Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

SECTION 4.7   Counterparts.  The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 4.8   Headings.  The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

C-3

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

VIKING ACQUISTION INC.
By
Name:
Title:
WELLS FARGO BANK, N.A., as Trustee
By:
	Name:
	Title:
EACH OF THE GUARANTORS LISTED ON EXHIBIT 1 HERETO
By
Name:
Title:	Authorized Signatory

4

EXHIBIT 1

Guarantors

Entity	Jurisdiction
The Armor All/STP Products Company	Delaware
STP Products Manufacturing Company	Delaware
The Viking Products Marketing Inc.	Delaware
AA Group (U.S.) — A LLC	Delaware
AA Group (U.S.) — B LLC	Delaware

EXHIBIT D: Form of Indenture Supplement to Add Future Guarantors

FORM OF SUPPLEMENTAL INDENTURE TO ADD FUTURE GUARANTORS

This Supplemental Indenture is entered into as of [                       ], 20[  ] (this “Supplemental Indenture”), by and among [NAME OF FUTURE GUARANTOR] (the “New Guarantor”), a subsidiary of Viking Acquisition Inc., a Delware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, Viking Acquisition Inc. (the “Issuer”) and the Trustee have heretofore executed and delivered an Indenture dated as of November 5, 2010, as supplemented by a supplemental indenture dated as of November 5, 2010, among the Issuer, the other Guarantors party thereto and the Trustee (as supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $275.0 million of 9¼% Senior Notes due 2018 of the Issuer (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor 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 9.1 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 as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1   Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

D-1

ARTICLE II

REPRESENTATIONS; AGREEMENT TO BE BOUND; GUARANTEE

SECTION 2.1   Representations.  The New Guarantor represents and warrants to the Trustee as follows:

(i)It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

(ii)The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate or limited liability company action on its part.

SECTION 2.2   Agreement to be Bound.  The New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.  The New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 2.3   Guarantee.  The New Guarantor 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 Guaranteed Obligations pursuant to Article X of the Indenture on a senior unsecured basis.

ARTICLE III

MISCELLANEOUS

SECTION 3.1   Notices.  All notices and other communications to the New Guarantor shall be given as provided in the Indenture to the New Guarantor, at its address set forth below, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.

SECTION 3.2   Parties.  Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3   Governing Law.  This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.4   Severability Clause.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.5   Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental

D-2

Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

SECTION 3.6   Counterparts.  The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 3.7   Headings.  The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

D-3

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

[NEW GUARANTOR],
as a Guarantor
By:
	Name:
	Title:
	[Address]
WELLS FARGO BANK, N.A., as Trustee
By:
	Name:
	Title:

D-4

EX-4.2

Exhibit 4.2

EXECUTION VERSION

Indenture Supplement for Joinder of Guarantors

This Supplemental Indenture (this “Supplemental Indenture”) is entered into as of November 5, 2010 by and among Viking Acquisition Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on Schedule I hereto (the “Guarantors”) and Wells Fargo Bank, National Association (the “Trustee”), as Trustee under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Issuer and the Trustee entered into that certain Indenture dated as of November 5, 2010 (the “Indenture”) and the Issuer issued pursuant to the Indenture an aggregate principal amount of $275.0 million of 91/4% Senior Notes due 2018 (the “Notes”);

WHEREAS, the Indenture provides that the Issuer is required to cause each Wholly-Owned Subsidiary that is a Restricted Subsidiary that guarantees Indebtedness to unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior unsecured basis and all other obligations under the Indenture;

WHEREAS, Section 9.1 of the Indenture provides that the Issuer, the Guarantors and the Trustee may, without the consent of the Holders of Notes, enter into a supplemental indenture for the purposes of evidencing the succession of another Person to the Issuer;

WHEREAS, the Indenture provides that under certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor 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, each of the Issuer and the Guarantors have been authorized by or pursuant to a Board Resolution (or equivalent authorization) to enter into this Supplemental Indenture; and

WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

ARTICLE II

REPRESENTATIONS OF ISSUER AND SUCCESSOR

SECTION 2.1 Each of the Issuer and the Guarantors represents and warrants to the Trustee as follows:

(i)    It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

(ii)   The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate or limited liability company action on its part.

ARTICLE III

AGREEMENTS TO BE BOUND

SECTION 3.1 The Guarantors hereby become parties to the Indenture as a Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The Guarantors agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 3.2 Each Guarantor agrees, on a joint and several basis with all the other Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture on a senior unsecured basis.

SECTION 3.3 In accordance with Section 4.1 of the Indenture, each Guarantor hereby confirms that its Guarantee shall apply to Successor’s obligation under the Indenture and the Notes.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1 Notices. All notices and other communications to the Guarantors shall be given as provided in the Indenture to the Guarantors, at the addresses set forth in the Indenture, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.

SECTION 4.1 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

2

SECTION 4.3 Effectiveness. This Supplemental Indenture shall become effective as of the Issue Date.

SECTION 4.4 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 4.5 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 4.6 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

SECTION 4.7 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 4.8 Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

3

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

VIKING ACQUISITION INC.
By	/s/ David Lundstedt
Name:	David Lundstedt
Title:	President and Chief Executive Officer
WELLS FARGO BANK, N.A., as Trustee
By:	/s/ Jayne E. Sillman
Name:	Jayne E. Sillman
Title:	Vice President
EACH OF THE GUARANTORS
LISTED ON EXHIBIT 1 HERETO
By	/s/ David Lundstedt
Name:	David Lundstedt
Title:	President and Chief Executive Officer

EXHIBIT 1

Guarantors

Entity	Jurisdiction
The Armor All/STP Products Company	Delaware
STP Products Manufacturing Company	Delaware
The Viking Products Marketing Inc.	Delaware
AA Group (U.S.) — A LLC	Delaware
AA Group (U.S.) — B LLC	Delaware

EX-4.3

Exhibit 4.3

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of November 5, 2010 (the “Agreement”), is entered into by and among Viking Acquisition Inc., a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC for itself and on behalf of RBC Capital Markets Corporation and Natixis Securities North America Inc. (the “Initial Purchasers”).

The Company and the Initial Purchasers are parties to the Purchase Agreement dated October 29, 2010 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $275.0 million aggregate principal amount of the Company’s 9.250% Senior Notes due 2018 (the “Securities”).

As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

The Clorox Company, a Delaware corporation (“Clorox”), and the Company have entered into a Purchase and Sale Agreement dated as of September 21, 2010 (the “Purchase and Sale Agreement”), pursuant to which the Company will acquire the Equity Interests (as defined in the Purchase and Sale Agreement) and Transferred Assets (as defined in the Purchase and Sale Agreement) and assume the Transferred Liabilities (as defined in the Purchase and Sale Agreement, and together with the Equity Interests and Transferred Assets, the “Acquired Business”) of The Clorox Company’s Global AutoCare Business (the “Acquisition”).

The Securities will be issued by the Company. Upon the entering into of the Supplemental Indenture (as defined below), the Securities will be guaranteed on a senior basis by each of the Company’s subsidiaries listed on Schedule 2 to the Purchase Agreement (the “Guarantors”).

Concurrently with the consummation of the Acquisition, each Guarantor will enter into a joinder agreement to this Agreement (the “Joinder to the Registration Rights Agreement”), a form of which is attached hereto as Annex A, pursuant to which it will become a party to this Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1.               Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Acquisition” shall have the meaning set forth in the preamble.

“Acquired Business” shall have the meaning set forth in the preamble.

“Additional Guarantor” shall mean any affiliate of the Company that issues a Guarantee under the Indenture after the date of this Agreement.

“Agreement” shall have the meaning set forth in the preamble.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Company” shall mean Viking Acquisition Inc. and shall also include Viking Acquisition Inc.’s successors.

“Clorox” shall have the meaning set forth in the preamble.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.

“Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Exchange Securities” shall mean senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Registrable Securities in exchange for Securities pursuant to the Exchange Offer.

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities.

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“Guarantees” shall mean the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture.

“Guarantors” shall have the meaning set forth in the preamble and shall also include any Guarantor’s successors and any Additional Guarantors.

“Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 6 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.

“Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.

“Indenture” shall mean the Indenture relating to the Securities dated as of November 5, 2010, among the Company and Wells Fargo Bank, National Association, as trustee, as the same may be amended and supplemented from time to time in accordance with the terms thereof.

“Initial Purchasers” shall have the meaning set forth in the preamble.

“Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.

“Issuer Information” shall have the meaning set forth in Section 5(a) hereof.

“Joinder to the Registration Rights Agreement” shall have the meaning set forth in the preamble.

“J.P. Morgan” shall mean J.P. Morgan Securities LLC.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

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“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including (i) any preliminary prospectus and (ii) any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble.

“Purchase and Sale Agreement” shall have the meaning set forth in the preamble.

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement or (ii) when such Securities cease to be outstanding.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one firm of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities, which firm shall be selected by the Underwriters or the Majority Holders), (iii) the costs incident to the preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of

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the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement, and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities” shall have the meaning set forth in the preamble.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Guarantors that covers all or a portion of the Registrable Securities (but no other securities unless approved by a majority of the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Shelf Request” shall have the meaning set forth in Section 2(b) hereof.

“Staff” shall mean the staff of the SEC.

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“Supplemental Indenture” shall mean the supplemental indenture dated November 5, 2010, to be entered into by the Company and each of the Company’s subsidiaries listed on Schedule 2 to the Purchase Agreement.

“Target Registration Date” shall mean the date which is 540 days from November 5, 2010.

“Trigger Date” shall have the meaning set forth in Section 2(d) hereof.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“Underwriter” shall have the meaning set forth in Section 3(e) hereof.

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

2.             Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until 180 days after the date the Exchange Offer Registration Statement became effective for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date.

The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i)that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;

(ii)the dates of acceptance for exchange (which shall be a period of at least 20 Business Days (in accordance with the Exchange Act) from the date such notice is mailed) (the “Exchange Dates”);

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(iii)that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;

(iv)that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and

(v)that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, such other information as may be reasonably required to identify the Securities to be withdrawn and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.

As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities. Each Holder hereby acknowledges and agrees that any broker-dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under SEC policy as in effect on the date of this Agreement rely on the position of the SEC enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Registrable Securities acquired by such Holder directly from the Company.

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As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:

(i)accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and

(ii)deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.

The Company and the Guarantors shall use their reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff and customary conditions relating to the delivery of Securities or other actions customarily taken by Holders participating in the Exchange Offer or the execution and delivery of customary documentation relating to the Exchange Offer.

(b)           In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) a Holder participating in the Exchange Offer does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company within the meaning of the Securities Act) and notifies (a “Holder Notice”) the Company within 30 days after such Holder first becomes aware of such restrictions, (iii) the Exchange Offer is not for any other reason completed by the Target Registration Date or (iv) upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall use their reasonable best efforts to cause to be filed, as soon as practicable after such determination, date, Holder Notice or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective.

In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) or (iv) of the preceding sentence, the Company and the Guarantors shall use their reasonable best efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which

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may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer.

The Company and the Guarantors agree to use their reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) such period as will terminate when the Securities covered by the Shelf Registration Statement cease to be Registrable Securities and (ii) such time as all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Holders of Registrable Securities registered on such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(c)           The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(d)           An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.

In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, is not effective by the Target Registration Date, the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, becomes effective, up to a maximum total increase of 1.00% per annum. In the event that the Company receives a Holder Notice or Shelf Request pursuant to Section 2(b)(iii) or 2(b)(iv), and the Shelf Registration Statement required to be filed thereby has not become effective

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by the later of the Target Registration Date or (y) 90 days after delivery of such Holder Notice or Shelf Request (such later date, the “Shelf Additional Interest Date”), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Shelf Registration Statement becomes effective, up to a maximum total increase of 1.00% per annum.

If the Shelf Registration Statement, if required hereby, is effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period (the 30th such date, the “Trigger Date”), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Trigger Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum increase of 1.0% per annum, and ending on such date that the Shelf Registration Statement is again effective or the Prospectus again becomes usable.

(e)          Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.

3.           Registration Procedures. (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall promptly:

(i)           prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their reasonable best efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

(ii)          prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus

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supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(iii)          to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Company or the Guarantors with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed;

(iv)          in the case of a Shelf Registration, furnish to each Holder of Registrable Securities included on such Shelf Registration Statement, to counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto, as such Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company and the Guarantors consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;

(v)           in the case of an Exchange Offer Registration Statement, use their reasonable best efforts to register and qualify the Registrable Securities under all applicable state securities or blue sky laws and, in the case of a Shelf Registration Statement, cooperate with the selling Holders and their counsel to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Shelf Registration Statement shall reasonably request in writing by the time the applicable Shelf Registration Statement becomes effective; cooperate with such Holders in connection with any filings required to be made with the Financial Industry Regulatory Authority Inc.; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

(vi)          notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Holder of Registrable Securities included on such Shelf Registration Statement and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration

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Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading (in the case of the Prospectus, in light of the circumstances under which they were made) and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be required;

(vii)       use their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, as promptly as practicable and provide prompt notice to each Holder of the withdrawal of any such order or such resolution;

(viii)      in the case of a Shelf Registration, furnish to each Holder of Registrable Securities included on such Shelf Registration Statement, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested in writing);

(ix)         in the case of a Shelf Registration, cooperate with the Holders of Registrable Securities included on such Shelf Registration Statement to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

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(x)            in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission;

(xi)           a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus or other than any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities included on such Shelf Registration Statement and their counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities included on such Shelf Registration Statement or their counsel) available for discussion of such document; and the Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement, a Prospectus or any Free Writing Prospectus, or any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) shall reasonably object in writing within five business days after receipt thereof;

(xii)          use reasonable best efforts to obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration Statement;

(xiii)         use reasonable best efforts to cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or

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Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(xiv)        in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter;

(xv)         in the case of a Shelf Registration, use their reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;

(xvi)   if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be so included in such filing;

(xvii)       in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those reasonably requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, in an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents

14

incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders of a majority in principal amount of the Registrable Securities being sold and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; it being agreed that the representations and warranties, opinions of counsel and comfort letters delivered in connection with the initial offering of the Securities are customary; and

(xviii) (a) concurrently with the consummation of the Acquisition, cause each Guarantor to enter into the Joinder to the Registration Rights Agreement in the form attached as Annex A hereto and (b) so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex B and to deliver such counterpart to the Initial Purchasers no later than five Business Days following the execution thereof.

(b)           In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing; provided that if such Holder fails to provide the requested information within 20 Business Days, the Company may exclude such Holder’s Registrable Securities from such Shelf Registration Statement until such time as the information is provided.

(c)           In the case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement agrees that, upon receipt of

15

any notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(a)(vi)(3) or 3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Company and the Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

(d)           If the Company and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions. The Company and the Guarantors may give any such notice only twice during any 365-day period, any such suspensions shall not exceed 45 days for each suspension and there shall not be more than two suspensions in effect during any 365-day period.

(e)           The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering and reasonably acceptable to the Company. However, each Holder agrees that, neither such Holder nor any Underwriter participating in any disposition pursuant to any Registration Statement on such Holder’s behalf, will make any offer relating to the Registrable Securities that would constitute an Issuer Free Writing Prospectus (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act, unless it has obtained the prior written consent of the Company.

4.             Participation of Broker-Dealers in Exchange Offer. (a) The Company has been advised that the Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

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The Company and the Guarantors have been advised that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

(b)             In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree to use their reasonable best efforts to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period ending on the earlier of (i) 180 days after the date the Exchange Offer Registration Statement becomes effective (as such period may be extended pursuant to Section 3(d) of this Agreement) and (ii) the date on which each Participating Broker-Dealer is no longer required to deliver a prospectus in connection with market making or other trading activities, in each case to the extent necessary to ensure that it is available for resales. The Company and the Guarantors further consent to the delivery of such Prospectus (or, to the extent permitted by law, agree to make available) by Participating Broker-Dealers during such period in connection with the resales contemplated by this Section 4.

(c)             The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder with respect to any such request that they may make pursuant to Section 4(b) above.

5.             Indemnification and Contribution. (a) The Company agrees and, upon execution of the Joinder Agreement, each of the Guarantors, jointly and severally agree, to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such

17

losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser, or information relating to any Holder furnished to the Company in writing through J.P. Morgan or any selling Holder, respectively, expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.

(b)           Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Initial Purchasers and the other selling Holders, the directors of the Company, each officer of the Company who signed the Registration Statement and each Person, if any, who controls the Company, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and, upon execution of the Joinder Agreement, the Guarantors, the directors of the Guarantors, each officer of the Guarantors who signed the Registration Statement and each Person, if any, who controls the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by or on behalf of such Holder expressly for use in any Registration Statement, any Prospectus or any Free Writing Prospectus.

(c)           If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel,

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but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser or its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by J.P. Morgan, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d)           If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant

19

equitable considerations. The relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Holders, as applicable, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. For the avoidance of doubt, until the Guarantors or their respective directors, officers and control Persons are entitled to indemnification from the Holders, they are not entitled to contribution under this Section 5(d).

(e)           The Company, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

(f)            The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

(g)           The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6.             General.

(a)           No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of

20

any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(b)           Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 6 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.

(c)           Notices. Except as otherwise specified herein, all notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) if to such other persons, at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d)           Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and

21

by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

(e)             Third-Party Beneficiaries. Each Holder shall be a third-party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

(f)              Counterparts. This Agreement may be signed on counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

(g)             Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

(h)             Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(i)              Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

VIKING ACQUISITION INC.
By	/s/ David Lundstedt
Name:		David Lundstedt
Title:		President and Chief Executive Officer

[Signature Page to Registration Rights Agreement]

Confirmed and accepted as of the date first above written:

J.P. MORGAN SECURITIES LLC
For itself and on behalf of the
several Initial Purchasers
By:	/s/ Karan Rai
Authorized Signatory
VP

[Signature Page to Registration Rights Agreement]

EX-4.4

Exhibit 4.4

EXECUTION VERSION

Joinder to Registration Rights Agreement

November 5, 2010

J.P. Morgan Securities LLC
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

Ladies and Gentlemen:

Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated as of November 5, 2010 by and among Viking Acquisition Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC (“J.P. Morgan”),for itself and on behalf of RBC Capital Markets Corporation and Natixis Securities North America Inc. ( together with J.P. Morgan, the “Initial Purchasers”) concerning the sale by the Company to the Initial Purchasers of $275.0 million aggregate principal amount of the Company’s 9.250% Senior Notes due 2018 (the “Securities”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement.

Each of STP Products Manufacturing Company and The Armor All/STP Products Company (collectively, the “Guarantors”) agree that this letter agreement is being executed and delivered in connection with the issue and sale of the Securities pursuant to the Purchase Agreement.

1.     Joinder of the Guarantors. Each of the Guarantors hereby agrees to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as a Guarantor therein and as if such party executed the Registration Rights Agreement on the date thereof.

2.     Representations, Warranties and Agreements of each of the Guarantors. Each of the Guarantors represents and warrants to, and agrees with, the several Initial Purchasers on and as of the date hereof that:

(a)     such Guarantor has the corporate or organizational power and authority to execute, deliver and perform this Joinder Agreement and to consummate the transactions contemplated hereby and this Joinder Agreement has been duly authorized, executed and delivered by such Guarantor.

(b)     the representations, warranties and agreements of the Guarantors set forth in the Registration Rights Agreement are true and correct on and as of the date hereof.

3.     Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4.     Counterparts. This agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

5.     Amendments. No amendment or waiver of any provision of this letter agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

6.     Headings. The headings in this letter agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us a counterpart hereof, whereupon this letter agreement will become a binding agreement among the Company, the Guarantors party hereto and the several Initial Purchasers in accordance with its terms.

Very truly yours,
EACH OF THE GUARANTORS LISTED ON EXHIBIT 1 HERETO
By:	/s/ David Lundstedt
Name:		David Lundstedt
Title:		President and Chief Executive Officer

[Signature page to Joinder to Registration Rights Agreement]

EX-4.5

Exhibit 4.5

EXECUTION COPY

STOCKHOLDERS AGREEMENT

DATED AS OF

NOVEMBER 5, 2010

AMONG

VIKING PARENT, INC.

AVISTA CAPITAL PARTNERS II, L.P.

AVISTA CAPITAL PARTNERS (OFFSHORE) II, L.P.

AVISTA CAPITAL PARTNERS (OFFSHORE) II-A, L.P.

ACP VIKING CO-INVEST, LLC

AND

THE MANAGEMENT STOCKHOLDERS IDENTIFIED HEREIN

TABLE OF CONTENTS

Article I DEFINITIONS		1
Section 1.01	Definitions	1
Article II CORPORATE GOVERNANCE		12
Section 2.01	Composition of the Board	12
Section 2.02	Removal	13
Section 2.03	Vacancies	13
Section 2.04	By-law Provisions	14
Section 2.05	Committees	14
Section 2.06	Subsidiaries	14
Section 2.07	Matters Requiring Stockholder Consent	14
Section 2.08	Budget	16
Article III CO-INVESTMENT VEHICLES		17
Section 3.01	Syndication	17
Section 3.02	Cooperation with Syndication	17
Article IV RESTRICTIONS ON TRANSFER		17
Section 4.01	General Restrictions on Transfer	17
Section 4.02	Restrictions on Transfer by Management Stockholders	18
Section 4.03	Legends	19
Section 4.04	Permitted Transferees	19
Article V TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS; PREEMPTIVE RIGHTS		20
Section 5.01	Tag-Along Rights	20
Section 5.02	Drag-Along Rights	23
Section 5.03	Additional Provisions Related to Tag-Along Sales and Drag-Along Sales	25
Section 5.04	Preemptive Rights	27
Article VI REPURCHASE RIGHTS		30
Section 6.01	Repurchase Rights upon Termination	30
Section 6.02	Termination Pricing and Payment Terms	31
Section 6.03	Termination of Repurchase Right	33
Article VII REGISTRATION RIGHTS		33
Section 7.01	Demand Registration	33
Section 7.02	Piggyback Registration	36
Section 7.03	Shelf Registration	38
Section 7.04	Lock-Up Agreements	39
Section 7.05	Registration Procedures	40
Section 7.06	Indemnification by the Company	44
Section 7.07	Indemnification by the Participating Stockholders	44
Section 7.08	Conduct of Indemnification Proceedings	45

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Section 7.09	Contribution	46
Section 7.10	Cooperation by the Company	46
Section 7.11	Restriction on Company Grants of Subsequent Registration Rights	47
Section 7.12	Assignment of Registration Rights	47
Article VIII CERTAIN COVENANTS AND AGREEMENTS		48
Section 8.01	Information Rights	48
Section 8.02	Access	48
Section 8.03	Confidentiality	49
Section 8.04	Management Stockholders Non-Compete	50
Section 8.05	Directors’ and Officers’ Insurance	51
Section 8.06	No Exclusive Duty to Company	51
Section 8.07	Conflicting Agreements	52
Article IX MISCELLANEOUS		53
Section 9.01	Binding Effect; Assignability; Benefit	53
Section 9.02	Notices	53
Section 9.03	Waiver; Amendment; Termination	54
Section 9.04	Non-Recourse	54
Section 9.05	Governing Law; Venue	55
Section 9.06	WAIVER OF JURY TRIAL	55
Section 9.07	Specific Enforcement; Cumulative Remedies	55
Section 9.08	Entire Agreement	56
Section 9.09	Severability	56
Section 9.10	Aggregation of Shares	56
Section 9.11	Counterparts; Effectiveness	57
EXHIBIT A JOINDER AGREEMENT		1
EXHIBIT B BY-LAWS OF THE COMPANY		2

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STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of November 5, 2010, is entered into among Viking Parent Inc. (together with its successors, the “Company”), Avista Capital Partners II, L.P., a Delaware limited partnership (“Avista”), Avista Capital Partners (Offshore) II, L.P., a Bermuda exempted limited partnership (“Avista Offshore”), Avista Capital Partners (Offshore) II-A, L.P., a Bermuda exempted limited partnership (together with Avista and Avista Offshore, the “Avista Funds”), ACP Viking Co-Invest, LLC, a Delaware limited liability company (the “Avista Syndication Vehicle”), the individuals listed on the signature pages and/or Annex A hereto as Management Stockholders, and the Persons who from time to time become stockholders of the Company in accordance with this Agreement and execute and deliver a Joinder Agreement, substantially as set forth on Exhibit A attached hereto (a “Joinder Agreement”) (each of the foregoing a “Stockholder” and collectively, the “Stockholders”).

WHEREAS, the Company was formed for the purpose of acquiring, indirectly through its subsidiaries, certain assets and equity interests relating to the Business, pursuant to the Purchase and Sale Agreement by and between The Clorox Company, a Delaware corporation, and Viking Acquisition Inc., a Delaware corporation, dated September 21, 2010 (the “Purchase Agreement”); and

WHEREAS, in connection with the consummation of the transactions contemplated by the Purchase Agreement, the parties believe that it is in the best interests of the Company and the Stockholders to set forth their agreements on certain matters.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01Definitions.

(a)The following terms, as used herein, have the following meanings:

“Affiliate” means, with respect to any Person, any other Person who, directly or indirectly, controls such first Person or is controlled by said Person or is under common control with said Person, where “control” means the power and ability to direct, directly or indirectly, or share equally in or cause the direction of, the management and/or policies of a Person, whether through ownership of voting shares or other equivalent interests of the controlled Person, by contract (including proxy) or otherwise.

“Aggregate Ownership” means, with respect to any Stockholder, the total number of shares of Common Stock owned by such Stockholder and its Permitted

Transferees and, with respect to the Avista Funds, including the Avista Syndication Vehicle.

“Avista Permitted Transferee” means, with respect to any Avista Fund or its Permitted Transferee, an investment fund that is a parallel fund or an alternative investment vehicle of the Avista Funds with the same general partner as the Avista Funds or a direct or indirect wholly-owned Subsidiary of the Avista Funds or such parallel fund or alternate investment vehicle; provided, however, that no “portfolio company” (as such term is customarily used among institutional investors) of the Avista Funds or any entity controlled by any portfolio company of the Avista Funds shall constitute an Avista Permitted Transferee.

“Avista Syndication Shares” means up to 25% of the Initial Shares held by the Avista Funds.

“Board” means the Board of Directors of the Company.

“Business” means, with respect to the Company and its Subsidiaries, the business of developing, formulating, supplying, manufacturing, packaging, marketing, selling and distributing automotive aftermarket products for use with motor vehicles and other uses related thereto.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required by applicable law to close.

“By-laws” means the by-laws of the Company, as the same may be amended from time to time, a copy of which is attached as Exhibit B attached hereto, as the same may be amended from time to time as permitted hereunder.

“Call Period” means, with respect to the application of the provisions of Article VI to a Terminated Management Stockholder:

(a)With respect to a Purchased Share, the period from the Termination Date with respect to such Terminated Management Stockholder to the date that is sixty (60) days after the later of (A) such Termination Date, or (B) the date on which the basis for such termination or resignation is finally determined, to the extent the same is disputed;

(b)With respect to a share of Common Stock purchased pursuant to the exercise of an Incentive Security:

(i)if the date of purchase of such share of Common Stock pursuant to the exercise of such Incentive Security (the “Exercise Date”) occurred before the Termination Date with respect to such Terminated Management Stockholder, the period from such Termination Date to the later of (A) the date that is sixty (60) days after such Termination Date,

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and (B) the date that is one-hundred and eighty (180) days after the later of (I) the Exercise Date, or (II) the date on which the basis for such termination or resignation is finally determined, to the extent the same is disputed; and

(ii)if the Exercise Date occurs after the Termination Date with respect to such Terminated Management Stockholder, the period from the Exercise Date to the date that is one-hundred and eighty (180) days after the later of (A) the Exercise Date, or (B) the date on which the basis for such termination or resignation is finally determined, to the extent the same is disputed.

“Cause” means, with respect to any Management Stockholder, “Cause” as defined in any award agreement pertaining to the granting of any Incentive Security, if any, by and between the Company or any of its Subsidiaries and such Management Stockholder or, if not so defined:

(a)the Management Stockholder’s breach of any fiduciary duty or legal or contractual obligation to the Company or any of its Affiliates, or to the Company’s direct or indirect equity holders;

(b)the Management Stockholder’s failure to follow the reasonable instructions of the Board or such Management Stockholder’s direct supervisor, which breach, if curable, is not cured within ten (10) Business Days after notice to such Management Stockholder or, if cured, recurs within one-hundred and eighty (180) days;

(c)the Management Stockholder’s gross negligence, willful misconduct, fraud, insubordination, acts of dishonesty or conflict of interest relating to the Company or any of its Affiliates; or

(d)the Management Stockholder’s commission of any misdemeanor relating to the affairs of the Company or any of its Affiliates or any felony.

“Change of Control” means (a) any transaction or series of related transactions, whether or not the Company is a party thereto, in which, after giving effect to such transaction or transactions, the Equity Securities representing in excess of fifty percent (50%) of the voting power of the Company are owned directly, or indirectly through one or more entities, by any “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act) of Persons, other than the Avista Funds, the Avista Syndication Vehicle and their Permitted Transferees, or (b) a sale, lease or other disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including securities of the Company’s directly or indirectly owned Subsidiaries) to one or more purchasers other than the Stockholders or their Affiliates.

“Common Stock” means the shares of common stock, par value $0.01 of the Company.

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“Closing Date” means November 5, 2010.

“Company Competitor” means (a) any Person that is reasonably determined by a majority of the disinterested members of the Board to be a competitor of the Company or any of its Subsidiaries in any material respect and (b) any Affiliate of any such Person specified in clause (a).  For purposes hereof, without limiting the foregoing, any Person with, or whose Affiliate has, substantial operations in the Business shall be presumed to be a Company Competitor unless the Board otherwise determines; provided, however, that for purposes of this Agreement, no private equity fund or the Avista Funds or, in each case, their respective Affiliates, shall be deemed a Company Competitor solely due to its direct or indirect investment in a portfolio company of such Person where such portfolio company would be deemed a Company Competitor.

“Drag-Along Portion” means, with respect to any Other Stockholder and any class of Equity Securities, the product of (i) the Aggregate Ownership of such class of Equity Securities by such Other Stockholder, multiplied by (ii) a fraction, the numerator of which is the number of such class of Equity Securities proposed to be sold by the Drag-Along Seller in the applicable Drag-Along Sale under Section 5.02, and the denominator of which is Drag-Along Seller’s Aggregate Ownership of the class of Equity Securities to be sold in such Drag-Along Sale.

“Drag-Along Sale” means any transaction in which the Avista Entities propose to Transfer at least 50% of the then issued and outstanding Equity Securities held by the Avista Entities to a Third Party.

“Drag-Along Transferee” means any Third Party in a proposed Drag-Along Sale.

“Equity Securities” means, without duplication, (i) the Common Stock, and (ii) any other securities convertible into or exchangeable or exercisable for, or options, warrants or other rights to acquire, Common Stock.  Schedule A hereto sets forth the names of and the number of Equity Securities owned by each Stockholder as of the date hereof, and the Company shall update Schedule A from time to time to reflect any issuances or Transfers of Equity Securities.

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

“Fair Market Value” means, with respect to any of the Equity Securities as of any date of determination:

(a)in the event that such Equity Securities are listed on an established U.S. national securities exchange or any established over-the-counter trading system, the average of the closing prices of such Equity Securities on such exchange if listed or, if not so listed, the average bid and asked price of such Equity Securities reported on any established over-the-counter trading system on which prices for such Common Stock are

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quoted, in each case, for a period of twenty (20) trading days prior to such date of determination; or

(b)in the event that such Equity Securities are not listed on an established U.S. national securities exchange or any established over-the-counter trading system, the fair market value of such Equity Securities as determined by the Board in good faith.

“Family Member” means, with respect to any Person who is an individual, any spouse or lineal descendants, including adoptive relationships.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“FMV Calculation Date” means, with respect to the application of the provisions of Article VI to a Terminated Management Stockholder:

(a)With respect to a Purchased Share, the Termination Date with respect to such Terminated Management Stockholder; and

(b)With respect to a share of Common Stock purchased pursuant to the exercise of an Incentive Security:

(i)if the Exercise Date occurred more than one-hundred and eighty (180) days before the Termination Date with respect to such Terminated Management Stockholder, such Termination Date; or

(ii)if the Exercise Date occurred less than one-hundred and eighty (180) days before the Termination Date with respect to such Terminated Management Stockholder or occurs after such Termination Date, the Call Notice Date with respect to such share of Common Stock.

“GAAP” means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession that are in effect from time to time.

“Good Reason” means, with respect to any Management Stockholder, “Good Reason” as defined in any award agreement pertaining to the granting of any Incentive Security, if any, by and between the Company or any of its Subsidiaries and such Management Stockholder or, if not so defined:

(a)the failure of the Company to pay or cause to be paid such Management Stockholder’s base salary or annual bonus, when due; or

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(b)any act taken by the Company that results in any material and sustained diminution in such Management Stockholder’s authority or responsibilities from those that are consistent with his or her title;

provided, that any event described in clauses (i) or (ii) above shall constitute Good Reason only if the Company fails to cure such event within thirty (30) days of receipt from Management Stockholder of written notice of the event which such Management Stockholder believes constitutes Good Reason; provided, further, that “Good Reason” shall cease to exist for an event on the thirtieth (30th) day following the later of its occurrence or such person’s knowledge thereof, unless such person has given the Company written notice thereof prior to such date.

“Governmental Authority” means any federal, state, local or foreign governmental authority, department, commission, board, bureau, agency, court, instrumentality or judicial or regulatory body or entity.

“Incentive Plan” means the Company’s 2010 Equity Incentive Plan, as the same may be amended, modified or supplemented, and any other incentive plan adopted by the Board from time to time.

“Incentive Securities” means Equity Securities purchased or acquired by, or issued to, a Management Stockholder or its Permitted Transferees pursuant to the exercise of options or other rights to acquire Common Stock, or any other equity or equity-linked security issued by the Company, pursuant to the Incentive Plan.

“Initial Shares” means, with respect to any Stockholder or group of Stockholders, the number of Equity Securities owned by such Stockholder or such group of Stockholders, as of the Closing Date, listed opposite their respective names on Schedule B attached hereto; provided, that the number of Initial Shares owned by each Stockholder shall be reduced (and Schedule B shall be modified accordingly), in the event of any redemption, repurchase or exchange of Equity Securities by the Company in accordance with this Agreement that affects all holders of such Equity Securities equally or proportionately, by the number of Equity Securities so redeemed, repurchased or exchanged, and that Schedule B will be updated to give effect to the Avista Syndication permitted by Section 3.01 hereof.

“IPO” means the initial Public Offering registered on Form S-1 (or any successor form under the Securities Act).

“Management Permitted Transferee” means, with respect to any Management Stockholder, (i) any executor, administrator or testamentary trustee of such Stockholder’s estate if such Stockholder dies, (ii) any Person receiving Equity Securities of such Stockholder by will, intestacy laws or the laws of descent or survivorship, or (iii) any trustee of a trust (including an inter vivos trust) of which there are no principal beneficiaries other than such Stockholder or one or more Family Members of such Stockholder.

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“Management Stockholders” means, collectively, those certain employees and consultants of the Company or its Subsidiaries who are, from time to time, party to this Agreement and their Permitted Transferees.

“Monitoring Agreement” means the Advisory Services and Monitoring Agreement by and between Viking Acquisition Inc. and Avista Capital Holdings L.P., dated as of November 5, 2010, as the same may be amended, supplemented or modified from time to time.

“Non-Competition Period” shall mean, with respect to each Management Stockholder who is an employee of the Company or any of its Subsidiaries, the period commencing on the last day of such Management Stockholder’s employment by the Company or any of its Subsidiaries and ending on the first anniversary of the last day of such Management Stockholder’s employment by the Company or any of its Subsidiaries.

“Original Issue Price” means an amount per share equal to the value of the consideration originally paid for each share of Equity Securities when such Equity Securities were issued (as adjusted for stock splits, reverse stock splits, stock dividends, combinations or the like).

“Permitted Transferee” means, as applicable, an Avista Permitted Transferee or a Management Permitted Transferee; provided, however, that in all cases such transferee shall execute a Joinder Agreement; provided, further, however, that in no event shall (A) the Company or any of its Subsidiaries, or (B) any Company Competitor (whether or not an Affiliate of the transferring Stockholder), constitute a “Permitted Transferee”.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a Governmental Authority.

“Public Offering” means an underwritten public offering of Common Stock pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form.

“Purchased Shares” means shares of Common Stock acquired pursuant to a Subscription Agreement and any other shares of Common Stock purchased by a Management Stockholder on or after the date hereof, excluding (a) any shares of Common Stock purchased pursuant to the exercise of an Incentive Security and (b) any shares of Common Stock purchased by a Management Stockholder after an IPO in any open market transaction.

“Registrable Securities” means shares of Common Stock, including those shares of Common Stock issuable upon exercise, conversion or exchange of any option, warrant or other security of the Company or any of its Subsidiaries and any securities of the Company which may be issued or distributed with respect to, or in exchange or

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substitution for, or conversion of, such Common Stock and such other securities pursuant to a stock dividend, stock split or other distribution, merger, consolidation, recapitalization or reclassification or otherwise or subsequently acquired by the Stockholders; provided, that Registrable Securities shall not include any shares (i) the sale of which has been registered pursuant to the Securities Act and which shares have been sold pursuant to such registration, (ii) which have been sold pursuant to Rule 144 or Rule 145, (iii) which have been registered for resale pursuant to an effective registration statement on a Form S-8 (or any successor or similar form); and provided, further, that, for the avoidance of doubt, all Registrable Securities held by Management Stockholders shall remain subject to Section 4.02 and Article VI of this Agreement.

“Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters to be provided pursuant to Section 7.05(h) hereof), (vii) fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable fees and out-of-pocket expenses of any counsel to the Avista Funds (including the Avista Syndication Vehicle), (ix) fees and expenses in connection with any review of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in any offering, including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies, and (xv) all other costs and expenses incurred by the Company or its officers in connection with their compliance with Article VII hereof.

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“Rule 144” means Rule 144 (or any successor provision) under the Securities Act.

“Rule 145” means Rule 145 (or any successor provision) under the Securities Act.

“SEC” means the Securities and Exchange Commission.

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

“Subscription Agreement” means any subscription agreement entered into between the Company and any Management Stockholders in connection with the purchase of any Equity Securities by such Management Stockholders.

“Subsidiary” means, with respect to any specified Person, any other Person in which such specified Person, directly or indirectly through one or more Affiliates or otherwise, beneficially owns at least fifty percent (50%) of the ownership interest (determined by equity or economic interests) in, and the voting control of, such other Person.

“Syndication Vehicle Agreement” means the limited liability company agreement of ACP Viking Co-Invest, LLC dated as of the Closing Date, as the same may be amended, supplemented or modified from time to time.

“Tag-Along Pro Rata Share” means, with respect to each Tag-Along Seller, or Tagging Person, as the case may be, a number of shares of Offered Securities equal to the aggregate number of shares that the prospective purchaser in a Tag-Along Sale is willing to purchase, multiplied by a fraction, the numerator of which is the Aggregate Ownership of such Tag-Along Seller or Tagging Person, as the case may be, and the denominator of which is equal to the Aggregate Ownership of the Tag-Along Seller and all Tagging Persons.

“Tag-Along Seller” means (i) the Avista Funds and their Permitted Transferees or (ii) any other Stockholder that owns, beneficially or of record, more than 10% of the shares of Common Stock outstanding at the time of a proposal of a Tag-Along Sale.

“Third Party” means a prospective purchaser (other than a Permitted Transferee of the prospective selling Stockholder) of Common Stock in a bona fide arm’s-length transaction.

“Transfer” means, with respect to any Equity Securities, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Equity Securities or any participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing, and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance,

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hypothecation, or other transfer of such Equity Securities or any participation or interest therein or any agreement or commitment to do any of the foregoing.

(b)Each of the following terms is defined in the Section set forth opposite such term:

TERM	SECTION
Agreement	Preamble
Avista	Preamble
Avista Designees	2.01(a)(i)
Avista Entities	Section 5.04(a)
Avista Funds	Preamble
Avista Offshore	Preamble
Avista Syndication Vehicle	Preamble
Avista Syndication	3.01
CEO Director	2.01(a)(ii)
Call Notice Date	6.01(b)
Company	Preamble
Confidential Information	8.03(a)
Confidentiality Affiliates	8.03(a)
Damages	7.06
Demand Maximum Offering Size	7.01(d)
Demand Registration	7.01(a)
Determination Time	4.02(b)
Drag-Along Sale Notice	5.02(c)
Drag-Along Sale Notice Period	5.02(c)
Drag-Along Sale Price	5.02(c)
Drag-Along Sale Period	5.02(d)
Drag-Along Seller	5.02(a)
Employer	6.01(a)
Excess Shares	5.04(c)
Fully Participating Stockholder	5.04(c)
Indemnified Party	7.08
Indemnifying Party	7.08
Inspectors	7.05(g)
Issuance Notice	5.04(a)
Joinder Agreement	Preamble
Lock-Up Period	4.01(b)
Offered Securities	Section 5.01(a)
Other Stockholders	5.02(a)
Piggyback Maximum Offering Size	7.02(b)
Piggyback Registration	7.02(a)
Records	7.05(g)
Registering Stockholders	7.01(a)(ii)
Relative Ownership Percentage	4.02(b)
Replacement Nominee	2.03(a)

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TERM	SECTION
Repurchase Closing	6.02(b)
Requesting Stockholders	7.01(a)
Shelf Registration	7.03(a)
Shelf Request	7.03(a)
Stockholder	Preamble
Stockholders	Preamble
Tag-Along Notice	5.01(a)
Tag-Along Notice Period	5.01(c)
Tag-Along Offer	5.01(a)
Tag-Along Offerees	5.01(a)
Tag-Along Response Notice	5.01(c)
Tag-Along Right	5.01(c)
Tag-Along Sale	5.01(a)
Tag-Along Sale Percentage	5.01(b)
Tagging Persons	5.01(c)
Terminated Management Stockholder	6.01(a)
Termination Date	6.01(a)
Termination Event	6.01(a)
Termination Price	6.01(a)
Termination Securities	6.01(a)
Underwritten Shelf Take-down	7.03(b)
Unrestricted Securities	4.02(b)(i)
Unwinding Event	4.04(b)
Withdrawing Holders	7.04(b)

(c)Other Definitional and Interpretive Matters.  Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

(i)Calculation of Time.  When calculating the period before which, within which or after which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded.  If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

(ii)Dollars.  Any reference in this Agreement to “$” means U.S. dollars.

(iii)Annexes/Exhibits/Schedules.  The Annexes, Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.  Any capitalized terms used in any Annex, Exhibit or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement.

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(iv)Gender and Number.  Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

(v)Headings.  The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.  All references in this Agreement to any “Article” or “Section” are to the corresponding Article or Section of this Agreement unless otherwise specified.

(vi)Herein.  The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

(vii)Other.  The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”  The phrases “provided to,” “furnished to,” and phrases of similar import when used herein, unless the context otherwise requires, shall mean that a true, correct and complete copy of the information or material referred to has been provided to the party to whom such information or material is to be provided. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if.”

ARTICLE II

CORPORATE GOVERNANCE

Section 2.01Composition of the Board.

(a)The Board shall consist of such number of directors as may be determined by the Avista Funds from time to time.  Initially, the Board shall consist of four (4) members designated as follows:

(i)Avista, for and on behalf of the Avista Funds, shall have the right to appoint three directors (the “Avista Designees”), who initially shall be David Burgstahler, David Durkin and Allen Yurko, and

(ii)the then-current Chief Executive Officer of the Company (the “CEO Director”), who initially shall be David Lundstedt, shall serve as a director.

(b)A quorum of the Board shall consist of a majority of the members of the Board and the presence of at least one (1) Avista Designee; provided, however,

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that if quorum is not present at the originally scheduled meeting of the Board, then such meeting shall be adjourned and a notice to the members of the Board shall be given in accordance with the By-laws.

(c)Each Stockholder shall, at any time it is then entitled to vote for the election of directors to the Board, vote all of its Equity Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of Stockholders) in order to ensure that the composition of the Board is as set forth in Section 2.01, Section 2.02 and Section 2.03.  Each Management Stockholder hereby grants to Avista, so long as Avista is able to designate one (1) or more Avista Designees pursuant to this Section 2.01 an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Management Stockholder’s Equity Securities in accordance with such Management Stockholder’s agreements contained in this Section 2.01(c).

(d)The Company shall cause each Avista Designee to be nominated to serve as a director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or Stockholders) to ensure that the composition of the Board is as set forth in Sections 2.01, 2.02, and 2.03.

(e)Subject to Section 2.07, the Stockholders shall negotiate in good faith such changes to the composition of the members of the Board as may be necessary for the appointment of independent directors to the extent required in order to comply with applicable securities laws or exchange rules.

Section 2.02Removal.  No Stockholder shall, at any time it is then entitled to vote for the removal of directors from the Board, vote any of its Equity Securities in favor of the removal of any Avista Designee, unless the designating party shall have, pursuant to this Section 2.02, requested such removal in writing; provided, however, that if Avista shall, pursuant to this Section 2.02 or otherwise, request in writing the removal, with or without cause, of any such Avista Designee so designated by it, each Stockholder shall vote all of its Equity Securities that are entitled to vote or execute proxies or written consents, as the case may be, in favor of such removal.

Section 2.03Vacancies.

(a)In the event that a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any Avista Designee, only Avista may designate another individual (the “Replacement Nominee”) to fill such vacancy and serve as a director on the Board and each Stockholder then entitled to vote for the election of directors to the Board shall vote all of its Equity Securities that are entitled to vote or execute proxies or written consents, as the case may be, in order to ensure that the Replacement Nominee is elected to the Board.

(b)If the CEO Director is no longer Chief Executive Officer of the Company, then the CEO Director shall be deemed to have resigned from the Board immediately upon ceasing to be Chief Executive Officer and the vacancy created thereby

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shall be filled with the new Chief Executive Officer or as otherwise determined by the Board.

Section 2.04By-law Provisions.  Each Stockholder shall vote all of its Equity Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other actions necessary, to ensure that the By-laws (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit each Stockholder to receive the benefits to which such Stockholder is entitled under this Agreement.  Each Management Stockholder hereby grants to Avista an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Management Stockholder’s Equity Securities in accordance with such Stockholder’s agreements contained in this Section 2.04.

Section 2.05Committees.  Any executive committee, compensation committee, audit committee, investment committee, nominating committee or other significant committee of the Board (including any committee performing the functions usually reserved for the committees described above) will consist of such persons as the Board shall direct.

Section 2.06Subsidiaries.  The board of directors (and any committees thereof) of all Subsidiaries of the Company will consist of such persons as the Company shall direct (with the approval of the Board); provided, that if a designee or representative of the Avista Funds or their Affiliates is appointed to such board of directors (or any committee thereof), then Avista shall have the right to appoint members to such board of directors (or committees) in the same proportions as set forth in Section 2.01 (and the Company shall cause each such Subsidiary of the Company to take the appropriate action to complete such appointment).

Section 2.07Matters Requiring Stockholder Consent.  The Company shall not (and shall not permit any of its Subsidiaries to) take any of the actions listed below without the consent of the Avista Funds, so long as the Aggregate Ownership of the Avista Entities is at least 15% of the shares of Common Stock then outstanding:

(a)except in connection with the consummation of a Drag-Along Sale, amend (including by way of merger or otherwise) or waive any provisions of the by-laws, certificate of incorporation or other organizational or constitutive documents of the Company or any of its Subsidiaries;

(b)increase or decrease the number of directors (which shall initially be four (4) members) constituting the Board;

(c)declare or pay any cash or other dividend or make any other distribution on the share capital of the Company or on the share capital of any Subsidiary other than dividends or other distributions by a direct or indirect wholly-owned Subsidiary of the Company to its equity holders;

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(d)authorize, create, reclassify or issue (whether by dividend, distribution or otherwise) any Equity Securities, including in connection with an IPO, but excluding (i) issuances pursuant to the Incentive Plan or any employment agreement approved by the Board, (ii) issuances pursuant to any Subscription Agreement or (iii) issuances of equity securities of a Subsidiary to the Company or to a wholly owned Subsidiary of the Company;

(e)purchase, repurchase or redeem (through an exchange or otherwise) any Equity Securities other than pursuant to the Incentive Plan or any employment agreement approved by the Board;

(f)enter into any merger, share exchange, reorganization or consolidation or similar transaction, or otherwise sell all or substantially all of the assets of the Company other than (i) in connection with the Rollover Agreements or (ii) in connection with the consummation of a Drag-Along Sale;

(g)enter into or effect any transaction or series of related transactions, involving the purchase, rent, license, exchange or other acquisition by the Company or any of its Subsidiaries of any assets (including any securities of any other Person) for consideration having a fair market value (as reasonably determined by the Board) in excess of thirty million dollars ($30,000,000);

(h)enter into or effect any transaction or series of related transactions, involving the sale, lease, license, exchange or other disposal by the Company or any of its Subsidiaries of any assets (including any securities of the Company or any of its Subsidiaries) for consideration having a fair market value (as reasonably determined by the Board) in excess of twenty million dollars ($20,000,000), other than in connection with the consummation of a Drag-Along Sale;

(i)other than with respect to the incurrence of indebtedness on the Closing Date in connection with the consummation of the transactions contemplated by the Purchase Agreement or the incurrence of trade payables in the ordinary course of business, (i) incur any indebtedness, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person (provided that the Company or any of its direct or indirect Subsidiaries may provide cross-guarantees for any indebtedness that has been approved under this Section 2.07), or enter into any agreement under which it may incur indebtedness in the future, in an aggregate amount in excess of twenty-five million dollars ($25,000,000), (ii) make any loan, advance or capital contribution to any Person (other than to any of the Company’s direct or indirect wholly-owned Subsidiaries) in an aggregate amount in excess of twenty-five million dollars ($25,000,000), (iii) make any voluntary prepayments of indebtedness of the Company or any of its Subsidiaries in an aggregate amount in excess of five million dollars ($5,000,000), or (iv) make an amendment to the maturity date, aggregate principal amount, amortization schedule or interest rate of existing indebtedness;

(j)enter into any material joint venture, partnership, business alliance or similar arrangement, that has, or would reasonably be expected to have, an aggregate

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value in excess of twenty million dollars ($20,000,000) in one transaction or series of transactions, or modify or amend any material joint venture, partnership, business alliance similar arrangement;

(k)undertake a voluntary liquidation or dissolution (other than in connection with the consummation of a Drag-Along Sale), file for bankruptcy protection, or take any other action evidencing or admitting insolvency;

(l)establish or amend any material term of any severance or management equity program or compensation and benefits for senior executives or any other equity compensation plans for employees;

(m)engage in any transactions with any officer, director, employee or Stockholder or any of their respective Affiliates or any other related persons, other than with respect to (i) the Monitoring Agreement, (ii) the payment of customary directors’ fees and expenses, (iii) employment and compensation arrangements for non-executive employees, and (iv) transactions exclusively between or among the Company or any of its Subsidiaries and any portfolio company (as such term is customarily used among institutional investors) of, or entities otherwise Affiliated with, the Avista Funds in the ordinary course of business and on commercially reasonable, arms-length terms;

(n)settle, resolve or initiate any material litigation;

(o)appoint or remove the independent auditors of the Company or make material changes in accounting principles used by the Company and its Subsidiaries;

(p)hire or remove, with or without cause, the Chief Executive Officer or the Chief Financial Officer of the Company or any of its Subsidiaries, from time to time;

(q)make any material change in the business strategy or operations of the Company or any of its Subsidiaries;

(r)request, authorize receipt of or accept, with respect to any Stockholder, any capital contribution, whether of cash or of other property, to the capital of the Company made by such Stockholder; and

(s)make any agreement or arrangement to carry out any of the matters referred to above under this Section 2.07.

Section 2.08Budget.  On or prior to the date which is sixty (60) days prior to the end of each fiscal year, the Chief Executive Officer of the Company shall present to the Board for its review and approval, such approval to be by a majority of the members of the Board, a detailed operating budget (the “Budget”) for the following calendar year.

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ARTICLE III

CO-INVESTMENT VEHICLES

Section 3.01Syndication.Notwithstanding anything in this Agreement to the contrary, prior to the six (6) month anniversary of the Closing Date, the Avista Funds shall be permitted to Transfer all or a portion of the Avista Syndication Shares (the “Avista Syndication”) to existing or potential limited partners of the Avista Funds that are not controlled by the Avista Funds or an Affiliate of the Avista Funds and such Transfers shall be permitted hereunder and shall not be subject to any of the rights or restrictions on Transfers set forth in this Agreement, including Article IV and Article V (for the avoidance of doubt, any and all subsequent Transfers by any such transferee shall be subject to all restrictions and provisions of this Agreement, including Article IV and Article V).  Any such syndication shall be effected through the Avista Syndication Vehicle.

Section 3.02Cooperation with Syndication.  The Company agrees to reasonably cooperate with the Avista Funds with respect to the Avista Syndication, including providing financial and other information with respect to the Company to prospective investors in the Avista Syndication Vehicle in conducting their due diligence review and investigation and causing the officers and representatives of the Company to cooperate reasonably with such prospective investors in connection with their review and investigation, subject to any prospective investor executing a customary confidentiality agreement with the Company.

ARTICLE IV

RESTRICTIONS ON TRANSFER

Section 4.01General Restrictions on Transfer.

(a)Each Stockholder understands and agrees that the Equity Securities held by it have not been registered under the Securities Act and are restricted securities under the Securities Act.  No Stockholder shall Transfer any Equity Securities (or solicit any offers in respect of any Transfer of any Equity Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any restrictions on Transfer contained in this Agreement or any other provisions set forth in any other agreements or instruments pursuant to which such Equity Securities were issued.

(b)Notwithstanding anything in this Agreement to the contrary, a Stockholder may not transfer any of its Equity Securities, except in accordance and compliance with this Article IV, including to a Permitted Transferee in accordance with Section 4.04, and Article V.

(c)Notwithstanding anything in this Agreement to the contrary, except in connection with the consummation of a Drag-Along Sale, no Stockholder shall

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Transfer any Equity Securities to a Company Competitor without the prior written consent of the Board.

(d)Notwithstanding anything in this Agreement to the contrary, any attempt to Transfer any Equity Securities not in compliance with this Agreement shall be null and void and have no force or effect, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such attempted Transfer.  The parties hereto acknowledge that the transfer restrictions contained herein are reasonable and in the best interests of the Company.

(e)The Transfer restrictions in this Agreement may not be avoided by the holding of equity securities directly or indirectly through a Person that can itself be sold to dispose of an interest in Equity Securities free of such restrictions.

Section 4.02Restrictions on Transfer by Management Stockholders.  Notwithstanding anything in this Agreement to the contrary:

(a)Prior to an IPO, no Management Stockholder may Transfer any of its Equity Securities, except (i) to a Permitted Transferee in accordance with Section 4.04, (ii) in a Tag-Along Sale or Drag-Along Sale pursuant to Sections 5.01 or 5.02, or (iii) with the prior written consent of the Avista Funds; provided that, in each case, such Transfer shall be in compliance with any agreement or instrument pursuant to which such Equity Securities have been issued.

(b)Following an IPO, until such time as the Avista Funds have Transferred at least 50% of the Equity Securities owned by the Avista Funds immediately prior to the IPO, no Management Stockholder shall Transfer any Equity Securities (other than to Permitted Transferees pursuant to Section 4.04) to the extent that such Transfer would result in the Relative Ownership Percentage (as defined below) of such Management Stockholder immediately following the effective time of such Transfer (the “Determination Time”) being less than the Relative Ownership Percentage of the Avista Funds immediately following the Determination Time.  For purposes of this Section 4.02(b), “Relative Ownership Percentage” means:

(i)with respect to a Management Stockholder, a fraction (expressed as a percentage), (A) the numerator of which is the number of Common Stock other than unvested Incentive Securities (“Unrestricted Securities”) owned by such Management Stockholder immediately following the Determination Time and (B) the denominator of which is the sum of (x) the number of Unrestricted Securities owned by such Management Stockholder immediately following the IPO and (y) the number of Equity Securities owned by such Management Stockholder that were not Unrestricted Securities immediately following the IPO but that have subsequently become Unrestricted Securities; and

(ii)with respect to the Avista Funds, a fraction (expressed as a percentage), (A) the numerator of which is the aggregate number of Equity

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Securities owned by the Avista Funds and the Avista Syndication Vehicle immediately following the Determination Time and (B) the denominator of which is the aggregate number of Equity Securities owned by the Avista Funds and the Avista Syndication Vehicle immediately following the IPO.

Section 4.03Legends.

(a)At all times prior to the IPO, in addition to any other legend that may be required, each certificate for Equity Securities issued to any Stockholder shall bear a legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED; OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH.  THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 5, 2010 (AS AMENDED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE COMPANY OR ANY SUCCESSOR THERETO.”

(b)If any Equity Securities shall become freely transferable under the Securities Act, upon the written request of the holder thereof, the Company shall issue to such holder a new certificate evidencing such Equity Securities without the first sentence of the legend required by Section 4.03(a) endorsed thereon.  The Company may request that the holder provide an opinion of legal counsel reasonably acceptable to it stating that such Equity Securities are freely transferable under the Securities Act.  If any Equity Securities cease to be subject to any and all restrictions on Transfer and all other obligations set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Equity Securities without the second sentence of the legend required by Section 4.03(a) endorsed thereon.

Section 4.04Permitted Transferees.

(a)Subject to Section 4.01, any Stockholder may at any time Transfer any or all of its Equity Securities to a Permitted Transferee without the consent of any Person and without compliance with Section 5.01, to the extent applicable, so long as such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement.  Such Stockholder must give prior written notice to the Company and the Avista Funds of any proposed Transfer to a Permitted Transferee, including the identity of such proposed Permitted Transferee and such other documentation reasonably requested by the Company, to ensure compliance with the terms of this Agreement.

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(b)If, while a Permitted Transferee holds any Equity Securities, a Permitted Transferee ceases to qualify as a Permitted Transferee in relation to the initial transferring Stockholder from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Stockholder received such shares (an “Unwinding Event”), then:

(i)the relevant initial transferor Stockholder shall forthwith notify the other Stockholders and the Company of the pending occurrence of such Unwinding Event; and

(ii)immediately following such Unwinding Event, without limiting any other rights or remedies, such initial transferor Stockholder shall take all actions necessary to effect a Transfer of all the Common Stock held by the relevant Permitted Transferee either back to such Stockholder or, pursuant to this Section 4.04, to another Person that qualifies as a Permitted Transferee of such initial transferring Stockholder.

(c)The Avista Funds hereby agree that they shall cause (and shall cause their Affiliates to cause) each of the Avista Permitted Transferees to continue to be an Avista Permitted Transferee for so long as such Avista Permitted Transferee is a Stockholder.  The Avista Funds agree that they shall cause (and shall cause their Affiliates to cause) each of their respective Avista Permitted Transferees to comply with this Agreement.

ARTICLE V

TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS; PREEMPTIVE RIGHTS

Section 5.01Tag-Along Rights.

(a)At any time prior to an IPO, and subject to Section 5.03, if any Tag-Along Seller proposes to Transfer shares of any class of Equity Securities (“Offered Securities”) to any Third Party or Third Parties in a single transaction or in a series of related transactions (a “Tag-Along Sale”), the Tag-Along Seller shall first, by written notice to the Company, which shall provide each of the Stockholders that is not a Tag-Along Seller (the “Tag-Along Offerees”) with a copy of such notice (“Tag-Along Notice”), offer the Tag-Along Offerees (“Tag-Along Offer”) the opportunity to participate in such Transfer in accordance with this Section 5.01.

(b)The Tag-Along Notice shall identify (i) the class and number of shares of Offered Securities proposed to be sold by the Tag-Along Seller, (ii) the fraction expressed as a percentage, determined by dividing the number of shares of the specified class to be purchased from the Tag-Along Seller in such Tag-Along Sale by the number of shares of the specified class held by such Tag-Along Seller (the “Tag-Along Sale Percentage”) (it being understood that the Company shall reasonably cooperate with the Tag-Along Seller in respect of the determination of the Tag-Along Sale Percentage) and (iii) the consideration for which the Transfer is proposed to be made.  Notwithstanding

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anything contained herein to the contrary, for purposes of this Section 5.01, Equity Securities of a Management Stockholder shall exclude any Incentive Securities, whether or not the options or other equity based awards for which such Incentive Securities would be issued are vested, unless the applicable options or other equity based awards are exercised prior to the end of the Tag-Along Notice Period (as defined below).

(c)From the date of its receipt of the Tag-Along Notice, each Tag-Along Offeree shall have the right (a “Tag-Along Right”), exercisable by written notice (“Tag-Along Response Notice”) given to the Tag-Along Seller within ten (10) days after receipt of the Tag-Along Notice (the “Tag-Along Notice Period”), to request that the Tag-Along Seller include in the proposed Transfer a number of shares of the specified class of Offered Securities held by such Tag-Along Offeree (such number of shares of the specified class shall not in any event exceed the Tag-Along Sale Percentage of the total number of shares of Offered Securities held by such Tag-Along Offeree).  The Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for the Offered Securities to be sold in such Tag-Along Sale.  The Tag-Along Offerees that exercise their Tag-Along Rights hereunder (the “Tagging Persons”) shall deliver to the Tag-Along Seller, with the Tag-Along Response Notice, the certificate or certificates representing the Equity Securities of such Tagging Persons to be included in the Tag-Along Sale, together with a limited power-of-attorney from each Tag-Along Offeree authorizing the Tag-Along Seller to Transfer such Equity Securities on the terms set forth in the Tag-Along Notice and otherwise on terms and conditions applicable to the Tag-Along Seller or otherwise more advantageous to the Tag-Along Seller than set forth in the Tag-Along Notice.  Delivery of the Tag-Along Response Notice with such certificate or certificates and in the case of each Management Stockholder, a limited power-of-attorney shall constitute an irrevocable acceptance of the Tag-Along Offer by the Tagging Persons.  In order to participate in a Tag-Along Sale, the Tagging Persons must agree to enter into and execute substantially identical agreements and documents as the Tag-Along Seller enters into and executes in connection with the Tag-Along Sale.

(d)If, at the end of a 120-day period after the date of receipt of the Tag-Along Notice (which 120-day period shall be extended if any of the transactions contemplated by the Tag-Along Offer are subject to regulatory approval until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than one-hundred and eighty (180) days after the date of receipt of the Tag-Along Notice), the Tag-Along Seller has not completed the Transfer of all such Offered Securities on substantially the same terms and conditions set forth in the Tag-Along Notice (but as to price, the terms shall be exactly the same), the Tag-Along Seller shall (i) promptly return to the Tagging Persons the limited power-of-attorney (and all copies thereof) together with all certificates representing the Offered Securities that such Tagging Persons delivered for Transfer pursuant to this Section 5.01 and any other documents in the possession of the Tag-Along Seller executed by the Tagging Persons in connection with the proposed Tag-Along Sale, and (ii) not conduct any Transfer of such shares of the specified class of Offered Securities without again complying with this Section 5.01.

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(e)Concurrently with the consummation of the Tag-Along Sale, the Tag-Along Seller shall (i) notify the Tagging Persons thereof, (ii) remit or cause to be remitted to the Tagging Persons the total consideration to be paid at the closing of the Tag-Along Sale for the Equity Securities of the Tagging Persons Transferred pursuant thereto, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the Tag-Along Response Notice, and (iii) promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and the date of completion of such Transfer and the material terms thereof as may be reasonably requested by the Tagging Persons.

(f)If at the termination of the Tag-Along Notice Period, any Tag-Along Offeree has not elected to participate in the Tag-Along Sale, such Tag-Along Offeree shall be deemed to have waived its rights under Section 5.01(a) with respect to, and only with respect to, the Transfer of its Equity Securities pursuant to such Tag-Along Sale.

(g)If (i) any Tag-Along Offeree declines to exercise its Tag-Along Rights or (ii) any Tagging Person elects to exercise its Tag-Along Rights with respect to less than such Tagging Person’s Tag-Along Sale Percentage, the Tag-Along Seller shall be entitled to Transfer, pursuant to the Tag-Along Offer, a number of Offered Securities held by it equal to the number of Offered Securities constituting the Tag-Along Sale Percentage of such Tag-Along Offeree or the portion of such Tagging Person’s Tag-Along Sale Percentage with respect to which Tag-Along Rights were not exercised, as the case may be.

(h)Notwithstanding anything contained in this Section 5.01, there shall be no liability on the part of the Tag-Along Seller to the Tagging Persons (other than the obligation to return any certificates evidencing the Offered Securities and other applicable documents received by the Tag-Along Seller) if the Transfer of Offered Securities pursuant to Section 5.01 is not consummated for whatever reason.  The determination of whether to effect a Transfer of Offered Securities pursuant to this Section 5.01 by the Tag-Along Seller is in the sole and absolute discretion of the Tag-Along Seller.

(i)The Tag-Along Seller shall Transfer, on behalf of itself and the Tagging Persons, the Equity Securities subject to the Tag-Along Offer and elected by the Tagging Person to be Transferred on the terms and conditions set forth in the Tag-Along Notice within one-hundred and twenty (120) days (or such longer period as extended under Section 5.01(d)) after the date of receipt of the Tag-Along Notice.

(j)The provisions of this Section 5.01 shall not apply to any proposed Transfer of any Equity Securities by the Tag-Along Seller (i) pursuant to Section 5.02 if the Drag-Along Seller exercises its Drag-Along Rights, (ii) to any Avista Permitted Transferee or (iii) in connection with the Avista Syndication.

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Section 5.02Drag-Along Rights.

(a)Subject to Section 5.03, if at any time, prior to an IPO, the Avista Entities (the “Drag-Along Seller”) propose to Transfer Equity Securities in a transaction or series of transactions that qualifies as a Drag-Along Sale, the Drag-Along Seller may at its option require each other Stockholder that is not the Drag-Along Seller (the “Other Stockholders”) to participate in such Drag-Along Sale.  Each Other Stockholder hereby agrees (i) if such Drag-Along Sale is structured as a Transfer of Equity Securities, whether by stock sale, merger, consolidation, recapitalization, reclassification or similar transaction, to Transfer the Drag-Along Portion of the Equity Securities then held by such Other Stockholder on the same terms and conditions as are applicable to the Drag-Along Seller, including the same per share consideration with respect to a specific class of Equity Securities; provided, that the terms of such Drag Along Sale may provide different per share consideration for different classes of Equity Securities, and (ii) in the case of each Management Stockholder, subject to and at the closing of the Drag-Along Sale, to exercise such number of options or other equity based awards for Incentive Securities held by such Management Stockholder as is required in order that a sufficient number of Equity Securities are available to Transfer the relevant Drag-Along Portion of Equity Securities of such Management Stockholder, in each case for the same consideration per unit of the relevant class of Equity Securities and otherwise on the same terms and conditions as the Drag-Along Seller; provided that, with respect to any such options or other equity based awards having an exercise price per share that is greater than the per share price at which the Equity Securities are to be Transferred to the Drag-Along Transferee, such Management Stockholder shall, to the extent required by the Drag-Along Seller to exercise such options or other equity based awards in place of such exercise, submit to irrevocable cancellation thereof (subject to Section 5.02(e)) without any liability for payment of any exercise price with respect thereto.  If the Drag-Along Sale is not consummated with respect to any Equity Securities acquired upon exercise of such options or other equity based awards, such options or other equity based awards shall be deemed not to have been exercised or canceled, as applicable.  All Other Stockholders shall reasonably cooperate in, and shall take all actions requested by the Drag-Along Seller that are reasonably necessary or desirable to consummate the Drag-Along Sale, including (i) voting their respective Equity Securities (or executing and delivering any written consents in lieu thereof) in favor of the Drag-Along Sale (to the extent a vote is required) and all actions deemed reasonably necessary by the Drag-Along Seller in connection with the Drag-Along Sale, including voting to approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or a sale of all or substantially all of the assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (ii) waiving any dissenters’ or appraisal rights to which they may be entitled in connection with the Drag-Along Sale, (iii) subject to Section 5.03, entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller, and (iv) take all actions necessary to cause the Board to approve the Drag-Along Sale, including, if applicable, removing and replacing any Avista Designees pursuant to Section 2.02.  For purposes of clarity, the Drag-Along

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Seller may cause a Drag-Along Sale pursuant to this Section 5.02(a) in a Transfer for less than all of the outstanding Equity Securities.

(b)Each Other Stockholder hereby grants to the Drag-Along Seller, an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Other Stockholder’s Equity Securities in accordance with such Other Stockholder’s agreements in this Section 5.02 and a power of attorney to execute and deliver in the name and on behalf of such Other Stockholder all such agreements, instruments and other documentation (including any written consents of stockholders) as is required to Transfer the Equity Securities held by such Other Stockholder to the Drag-Along Transferee.

(c)The Drag-Along Seller shall provide written notice of such Drag-Along Sale to the Other Stockholders (a “Drag-Along Sale Notice”) not later than ten (10) days prior to the proposed Drag-Along Sale.  The Drag-Along Sale Notice shall identify the Drag-Along Transferee, the number of Equity Securities subject to the Drag-Along Sale and the type and amount (or value) of consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”).  The number of Equity Securities to be sold by each Other Stockholder shall be the Drag-Along Portion of the class of Equity Securities that such Other Stockholder owns.  Each Other Stockholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender its Equity Securities.  The price payable in such Transfer shall be the Drag-Along Sale Price.  Not later than five (5) days after receipt of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Other Stockholders shall deliver to a representative of the Drag-Along Seller designated in the Drag-Along Sale Notice the certificate or certificates and other applicable instruments representing the Equity Securities of such Other Stockholder to be included in the Drag-Along Sale, together with wire transfer instructions for payment of the cash portion of the consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Equity Securities pursuant to this Section 5.02(c) at the closing for such Drag-Along Sale against delivery to such Other Stockholder of the consideration therefor.  If an Other Stockholder should fail to deliver such certificates to the Drag-Along Seller and the Drag-Along Sale is consummated, the Company shall cause the books and records of the Company to reflect that such Equity Securities are bound by the provisions of this Section 5.02(c) and that such Equity Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

(d)The Drag-Along Seller shall have a period of one-hundred and twenty (120) days from the date of receipt of the Drag-Along Sale Notice to consummate the Drag-Along Sale for the consideration set forth in such Drag-Along Sale Notice; provided, that if such Drag-Along Sale is subject to regulatory approval, such 120-day period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than one-hundred and eighty (180) days after the date of receipt of the Drag-Along Sale Notice (the “Drag-Along Sale Period”).  If the Drag-Along Sale shall not have been consummated during such period,

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the Drag-Along Seller shall promptly return to each of the Other Stockholders, the power of attorney and all certificates and other applicable instruments representing Equity Securities that such Other Stockholders delivered for Transfer pursuant hereto, together with any other documents in the possession of the Drag-Along Seller executed by the Other Stockholders in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Equity Securities owned by the Other Stockholders shall again be in effect.

(e)Concurrently with the consummation of the Drag-Along Sale, the Drag-Along Seller shall give notice thereof to the Other Stockholders, shall remit or cause to be remitted to each of the Other Stockholders that has surrendered its certificates and other applicable instruments the total consideration to be paid at the closing of the Drag-Along Sale (the cash portion of which is to be paid by wire transfer of immediately available funds in accordance with such Other Stockholder’s wire transfer instructions) for the Equity Securities Transferred by such Other Stockholder pursuant hereto, and shall furnish such other evidence of the completion and time of completion of such Transfer and the material terms thereof as may be reasonably requested by such Other Stockholders.

(f)Notwithstanding anything contained in this Section 5.02, there shall be no liability on the part of the Drag-Along Seller to the Other Stockholders (other than the obligation to return the limited power-of-attorney and the certificates and other applicable instruments representing Equity Securities received by the Drag-Along Seller) if the Transfer of Equity Securities pursuant to this Section 5.02 is not consummated for whatever reason, regardless of whether the Drag-Along Seller has delivered a Drag-Along Sale Notice.  The decision to effect a Transfer of Equity Securities pursuant to this Section 5.02 by the Drag-Along Seller is in the sole and absolute discretion of the Drag-Along Seller.

(g)Notwithstanding anything to the contrary herein, no Other Stockholder may transfer any of its Equity Securities (whether to a Permitted Transferee or otherwise, except in connection with the Drag-Along Sale) during the period beginning on the date of receipt of the Drag-Along Sale Notice and ending at such earlier time as the Drag-Along Sale (x) is consummated, (y) is abandoned or terminated (with notice of such abandonment or termination having been provided by the Drag-Along Seller) or (z) fails to be consummated within the timeframe set forth in Section 5.02(d).

Section 5.03Additional Provisions Related to Tag-Along Sales and Drag-Along Sales.  Notwithstanding anything contained in Section 5.01 or Section 5.02 to the contrary, in connection with a Tag-Along Sale under Section 5.01 or a Drag-Along Sale under Section 5.02:

(a)upon the consummation of such Tag-Along Sale or Drag-Along Sale, all Stockholders of the same class of Equity Securities participating therein will receive the same form and amount of consideration per share (it being understood that any payments made pursuant to the Monitoring Agreement shall not, in the case of a Tag-Along or Drag-Along Sale, be deemed to constitute consideration for Equity Securities),

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or, if any Stockholder of a specified class of Equity Securities is given an option as to the form and amount of consideration to be received (other than stock rollover offered exclusively to Management Stockholders), all Stockholders of such specified class of Equity Securities participating therein will be given the same option;

(b)each Stockholder shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided, that no Stockholder (other than Management Stockholders) shall be obliged to agree not to compete with, or solicit customers or employees of, any Person, (ii) benefit from and be subject to all of the same provisions of the definitive agreements as are applicable to the Tag-Along Seller or Drag-Along Seller, as the case may be, (iii) be required to bear its proportionate share of any escrows, holdbacks or adjustments in respect of the purchase price or indemnification obligations; provided, that no Stockholder shall be obligated (A) to indemnify, other than severally indemnify, any Person in connection with such Tag-Along Sale or Drag-Along Sale, as the case may be, or (B) to incur liability to any Person in connection with such Tag-Along Sale or Drag-Along Sale, as the case may be, including under any indemnity, in excess of the lesser of (1) its pro rata share of such liability based on the proceeds to be realized by such Stockholder in such sale and (2) the proceeds realized by such Stockholder in such sale other than, in each case, for fraud by such Stockholder, and (iv) reasonably cooperate in obtaining all governmental and third-party consents and approvals reasonably necessary or desirable to consummate such Tag-Along Sale or Drag-Along Sale;

(c)in the event the consideration to be paid in exchange for Equity Securities in a Tag-Along Sale includes any securities, and the receipt thereof by a Stockholder would require under applicable law (i) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Tag-Along Sale, or (ii) the provision to any Tag-Along Seller of any specified information regarding such securities or the issuer thereof that is not otherwise required to be provided for the Tag-Along Sale, then such Stockholder shall not have the right to sell Equity Securities in such proposed Tag-Along Sale.  In such event, the Tag-Along Seller shall have the right, but not the obligation, to cause to be paid to such Stockholder in lieu thereof, against surrender of the Equity Securities which would have otherwise been Transferred by such Stockholder to the prospective purchaser in the proposed Tag-Along Sale, an amount in cash equal to the fair market value (as reasonably determined by the Board) of such Equity Securities as of the date such securities would have been issued in exchange for such Equity Securities;

(d)in connection with a Drag-Along Sale, if requested by the Drag-Along Seller, the Company will promptly engage, on customary terms (including customary indemnification from the Company), a nationally recognized investment banking firm selected by the Drag-Along Seller to provide financial advisory services to the Company, the Drag-Along Seller and the Other Stockholders, and the Company shall pay the fees and expenses of such investment banking firm;

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(e)in connection with a Drag-Along Sale, the Company will, if applicable, enter into a definitive agreement with the proposed transferee(s) providing for such Transfer and make and agree to representations, warranties, covenants and indemnities and other similar agreements that are reasonable and customary for negotiated transactions of the type contemplated by such Transfer;

(f)the Company agrees to reasonably cooperate with any Stockholder and any proposed transferee (other than a Company Competitor in the case of a Tag-Along Sale), and their respective advisors, to facilitate and effect any Tag-Along Sale or Drag-Along Sale and, upon the request of any Stockholder that proposes to make a Tag-Along Sale or Drag-Along Sale, subject to any proposed transferee (other than a Company Competitor in the case of a Tag-Along Sale) executing a reasonably satisfactory confidentiality agreement with the Company, the Company will, and will cause its and its Subsidiaries’ employees and personnel to, use its and their reasonable best efforts to facilitate and support any due diligence process being undertaken in connection with such proposed Tag-Along Sale or Drag-Along Sale;

(g)the Company and the Stockholders will reasonably cooperate in the obtaining of all governmental and third-party approvals and consents reasonably necessary or desirable to consummate such Transfer; and

(h)all reasonable costs and expenses incurred by (i) the Avista Entities and the Company in connection with any proposed Drag-Along Sale (whether or not consummated) including all attorneys fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be borne by the Company, (ii) by the Tag-Along Seller in connection with any proposed Tag-Along Sale (whether or not consummated) including all attorneys fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be borne by the Tag-Along Seller and the Tagging Persons on a pro rata basis (based on the number of Offered Securities Transferred or proposed to be Transferred) to the extent such expenses are not otherwise paid by the Company or any other Person, and (iii) all other costs and expenses incurred by the Stockholders, or the Company in connection with any proposed Tag-Along Sale (whether or not consummated), including all attorneys fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be borne by the party incurring such costs and expenses.

Section 5.04Preemptive Rights.

(a)Prior to the consummation of an IPO, the Company shall give each of the Stockholders that is an “accredited investor” (as such term is defined in Rule 501(a) of the Securities Act) as of the time of any proposed issuance by the Company of any Equity Securities to any of the Avista Funds, any of their respective Affiliates, or any Avista Permitted Transferee (collectively, the “Avista Entities”), written notice (an “Issuance Notice”) of such proposed issuance at least ten (10) days prior to the proposed issuance date.  The Issuance Notice shall specify the number and type of Equity Securities and the price at which such Equity Securities are proposed to be issued to the

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Avista Entities and the other material terms and conditions of such issuance, including the proposed closing date.  Subject to Section 5.04(g), each such Stockholder shall be entitled to purchase, at the price and on the other terms and conditions specified in the Issuance Notice, its pro rata amount of such newly issued Equity Securities to the Avista Entities equal to (x) the number of such Equity Securities proposed to be issued to the Avista Entities by the Company, multiplied by (y) a fraction, the numerator of which is the Aggregate Ownership of Common Stock of such Stockholder and the denominator of which is equal to the Aggregate Ownership of the Common Stock of all Stockholders.

(b)Each Stockholder may exercise its rights under this Section 5.04 by delivering written notice of its election to purchase such Equity Securities to the Company within ten (10) days after receipt of the Issuance Notice.  A delivery of such notice (which notice shall specify the number of shares of such Equity Securities requested to be purchased by the Stockholder submitting such notice) by such Stockholder shall constitute a binding agreement of such Stockholder to purchase, at the price and on the terms and conditions specified in the Issuance Notice, the number of such Equity Securities specified in such Stockholder’s notice.  If, at the termination of such 10 day-period, any Stockholder has not exercised its right to purchase any of its pro rata share of such Equity Securities, such Stockholder shall be deemed to have waived all of its rights under this Section 5.04 with respect to, and only with respect to, the purchase of such Equity Securities specified in the Issuance Notice.

(c)If any of the Stockholders fails to exercise its preemptive rights under this Section 5.04, or elects to exercise such rights with respect to less than such Stockholder’s pro rata share (the difference between such Stockholder’s pro rata share and the number of shares for which such Stockholder exercised its preemptive rights under this Section 5.04 (the “Excess Shares”)), any participating Stockholder electing to exercise its rights with respect to its full pro rata share (a “Fully Participating Stockholder”) shall be entitled to purchase from the Company an additional number of shares of such Equity Securities equal to the product of (i) the Excess Shares and (ii) a fraction, the numerator of which is the Aggregate Ownership of Common Stock of such Fully Participating Stockholder, and the denominator of which is equal to the Aggregate Ownership of Common Stock of all Fully Participating Stockholders, in each case, as of immediately prior to the exercise of any preemptive rights pursuant to Section 5.04(b) with respect to such proposed issuance of such Equity Securities; provided, that, notwithstanding the foregoing, in the event that any Avista Entity fails to exercise its preemptive rights under this Section 5.04 or elects to exercise such rights with respect to less than such Avista Entity’s pro rata share, the right to purchase the Excess Shares attributable to such Avista Entity shall be allocated to any Person designated by the Avista Funds in their sole discretion.

(d)The Company shall have one-hundred and twenty (120) days after the date of the Issuance Notice to consummate the proposed issuance of any or all of such Equity Securities that the Stockholders have elected not to purchase at the same (or higher) price and upon such other terms and conditions that are not materially less favorable to the Company than those specified in the Issuance Notice; provided, that if

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such issuance is subject to regulatory approval, such 120-day period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than one-hundred and eighty (180) days after the date of the Issuance Notice.  At the consummation of such issuance, the Company shall issue certificates representing such Equity Securities to be purchased by each Stockholder exercising preemptive rights pursuant to this Section 5.04 registered in the name of such Stockholder, against payment by such Stockholder of the purchase price for such Equity Securities.  If the Company proposes to issue such Equity Securities after such 120-day period or during such 120-day period at a lower price or on such other terms materially less favorable to the Company, it shall again comply with the procedures set forth in this Section 5.04.

(e)The closing of any issuance of Equity Securities to the Stockholders pursuant to this Section 5.04, shall take place at the time and in the manner provided in the Issuance Notice.  The Company shall be under no obligation to consummate any proposed issuance of Equity Securities, nor shall there be any liability on the part of the Company to any Stockholder, if the Company has not consummated any proposed issuance of such Equity Securities pursuant to this Section 5.04 for whatever reason, except willful misconduct or breach of this Agreement, regardless of whether it shall have delivered an Issuance Notice in respect of such proposed issuance.

(f)The Company may offer and sell shares of Equity Securities subject to the preemptive rights under this Section 5.04 to the Avista Entities without first offering such Equity Securities to each of the other Stockholders or complying with the procedures of this Section 5.04, so long as (i) each of the other Stockholders receives prompt written notice of the consummation of such sales, (ii) either the Company or the Avista Entity purchasing such Equity Securities commits (at the time of such initial sale) to make available for sale to such Stockholders a number of shares of such Equity Securities equal to (x) the number of shares of such Equity Securities issued by the Company to the Avista Entities multiplied by (y) a fraction, the numerator of which is the Aggregate Ownership of Common Stock of such Stockholder (excluding the number of Common Stock, if applicable, issued by the Company with respect to this provision) and the denominator of which is equal to the Aggregate Ownership of Common Stock of all Stockholders (excluding the number of Common Stock, if applicable, issued by the Company with respect to this provision), within sixty (60) days after the close of such sale on the same terms and conditions as such prior sale, and (iii) the price per share of Equity Security shall be identical to the price per share paid in such prior sale.

(g)The preemptive rights under this Section 5.04 shall not apply to (i) issuances or sales of Equity Securities upon exercise, conversion or exchange of Equity Securities that were either outstanding as of the Closing Date or which, when issued, were issued to officers and/or directors of the Company or any of its Subsidiaries pursuant to employee benefit or similar plans or arrangements of the Company approved in accordance with Section 2.07(m), (ii) Equity Securities distributed or set aside ratably to all holders of a specified class of Equity Securities on a per share equivalent basis, (iii) issuances or sales in, or in connection with, the IPO, a merger of the Company with or

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into another Person or an acquisition by the Company of another Person or substantially all the assets of another Person, subject to the provisions of Section 2.07(f) and Section 2.07(g), or (iv) issuances of any Equity Security as a bona-fide “equity kicker” to any Avista Entity that provides any debt financing.

ARTICLE VI

REPURCHASE RIGHTS

Section 6.01Repurchase Rights upon Termination.

(a)Except as expressly provided in any Subscription Agreement executed by any Management Stockholder, if any Management Stockholder who is an employee or consultant of the Company or any of its Subsidiaries (the entity employing such Management Stockholder, the “Employer”) ceases to be employed by, or provide services to, the Company or any of its Subsidiaries (a “Terminated Management Stockholder”) for any reason (the reason for the termination of such employment or consultancy, the “Termination Event” and the date of such termination, the “Termination Date”), the Company shall have the right (but not the obligation) to purchase, and if such right is exercised, such Terminated Management Stockholder shall sell, and shall cause any Permitted Transferees of such Terminated Management Stockholder (which for the purposes of this Article VI shall include any Persons who, as of the date hereof, would be deemed to be Permitted Transferees) to sell (and such Permitted Transferees shall sell), to the Company all or any portion (as determined by the Company) of the Equity Securities (the “Termination Securities”) owned by such Terminated Management Stockholder and such Permitted Transferees at the price per Termination Security set forth in Section 6.02 (the “Termination Price”); provided, that the parties acknowledge that with respect to certain Termination Securities in certain circumstances, on the Termination Date, such Termination Securities will be forfeited pursuant to the terms of the agreement governing the grant or purchase of such Termination Securities.

(b)With respect to each Termination Security, the Company shall notify a Terminated Management Stockholder in writing, within the Call Period with respect to such Termination Security, whether the Company will exercise its right to purchase such Termination Security (the date on which a Terminated Management Stockholder is so notified, the “Call Notice Date”).  The Company may assign its right to purchase all or any portion of the Termination Securities under this Article VI pro rata to the Avista Funds, and the Avista Funds may exercise the rights of the Company under this Article VI in the same manner in which the Company could exercise such rights.

(c)The closing of the purchase by the Company or the Avista Funds, as applicable, of Termination Securities pursuant to this Article VI shall take place at the principal office of the Company on the date chosen by such purchaser, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than forty-five (45) days after the Call Notice Date.  At such closing, (i) the

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Company or the Avista Funds, as applicable, shall pay the Terminated Management Stockholder and/or such Terminated Management Stockholder’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Securities, the aggregate Termination Price by wire transfer of immediately available funds and (ii) the Terminated Management Stockholder and/or such Terminated Management Stockholder’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Termination Securities to be purchased by the Company or the Avista Funds, as applicable, duly endorsed, or with share (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary share (or equivalent) transfer tax stamps affixed.  The delivery of a certificate or certificates for the Termination Securities by any Person selling such Termination Securities pursuant to this Section 6.01 shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Termination Securities; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Termination Securities as contemplated; (iii) such Termination Securities are free and clear of any and all liens or encumbrances and (iv) there is no adverse claim with respect to such Termination Securities.

Section 6.02Termination Pricing and Payment Terms.

(a)The Termination Price of a Termination Security shall be determined as follows:

(i)With respect to a Termination Security that is a Purchased Share:

(A)If the Termination Event was for any reason other than a termination by the Employer for Cause, the Termination Price for such Termination Security shall be the Fair Market Value on the FMV Calculation Date of such Termination Security;

(B)If the Termination Event was a termination by the Employer for Cause, the Termination Price for such Termination Security shall be the lower of (1) the Fair Market Value on the FMV Calculation Date of such Termination Security and (2) the Original Issue Price of such Termination Security.

(ii)With respect to a Termination Security that is a share of Common Stock purchased pursuant to the exercise of any Incentive Security:

(A)With respect to any part of any Incentive Security that is unvested as of the Termination Date, such part will be forfeited in accordance with the terms of the grant agreement with respect to such Incentive Security and there shall be no Termination Price with respect thereto;

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(B)With respect to any part of any Incentive Security that is vested (but not exercised) as of the Termination Date, the provisions of the grant agreement with respect to such Incentive Seucrity regarding such Terminated Management Stockholder having a certain period of time to exercise such Incentive Security shall apply and, in the event that such Terminated Management Stockholder exercises such Incentive Security, the provisions of Section 6.02(a)(ii)(C) and Section 6.02(a)(ii)(D) shall apply;

(C)With respect to any part of any Incentive Security that is vested and exercised before or after the Termination Date in accordance with the terms of the grant agreement relating to such option, if the Termination Event was for any reason other than a termination by the Employer for Cause or termination by the Management Stockholder without Good Reason (except for a termination resulting from death or permanent disability, as such term may be defined in the applicable award agreement), the Termination Price for such Termination Security shall be the Fair Market Value on the FMV Calculation Date of such Termination Security (it being understood that this clause (C) shall apply with respect to any termination arising for death or permanent disability);

(D)With respect to any part of any Incentive Security that is vested and exercised before or after the Termination Date in accordance with the grant agreement relating to such award, if the Termination Event was a termination by the Employer for Cause or termination by the Management Stockholder without Good Reason (except for a termination resulting from death or permanent disability), the Termination Price for such Termination Security shall be the lower of (1) the Fair Market Value on the FMV Calculation Date of such Termination Security and (2) the exercise price paid with respect to the purchase of such share of Common Stock in connection with such exercise.

(b)In the event that the Company or the Avista Funds, as applicable, exercises a repurchase right pursuant to Section 6.01(a), the Company or the Avista Funds, as applicable, shall pay the Termination Price in cash; provided, however, that if the Company did not assign its right to purchase all or any portion of the Termination Securities pursuant to Section 6.01(b) and the Company is at the time of the closing of the purchase of such Termination Securities (the “Repurchase Closing”) prohibited from purchasing all or any portion of such Termination Securities (i)  because restrictive covenants or other provisions contained in the documents evidencing such entity’s or any of its Affiliates’ indebtedness for borrowed money do not permit or allow such entity to make such payments in cash in whole or in part; or (ii) pursuant to applicable law, the portion of the Termination Price not permitted to be made in cash may be paid by the

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execution and delivery by the Company of a promissory note or other deferred cash payment arrangement (if applicable, any promissory note to be subordinated to the indebtedness for borrowed money of such company or any of its Affiliates) bearing interest at the prime rate, as published in the Wall Street Journal, Eastern edition, on the first Business Day immediately prior to the day on which such promissory note or other deferred cash payment is issued, with principal and accrued interest payable at such time as is required in the Board’s determination to ensure that any payment pursuant to such promissory note or other deferred cash payment arrangement is not prohibited because of any of the matters described in clauses (i) or (ii) of this Section 6.02(b) above.

Section 6.03Termination of Repurchase Right.  Upon the consummation of an IPO, the repurchase rights of the Company under this Article VI shall terminate except as follows:

(a)With respect to a Termination Security that is an unvested Incentive Security (or part thereof) as of the date of the consummation of the IPO, the Company shall continue to have all rights pursuant to this Article VI until such Incentive Security (or part thereof) vests, at which point the rights of the Company pursuant to this Article VI with respect to such Incentive Security (or part thereof) shall terminate unless such vesting occurs prior to the first anniversary of the IPO, in which case the Company shall have the rights described in Section 6.03(b); and

(b)With respect to a Termination Security that is a Purchased Share or a share of Common Stock purchased pursuant to the exercise of any Incentive Security, if prior to the first anniversary of the consummation of the IPO, the employment or consultancy, as applicable, of a Management Stockholder with the Company or any of its Subsidiaries terminates and the Termination Event is a termination by the Company or any of its Subsidiaries for Cause, all rights pursuant to this Article VI shall remain in effect and be applicable to such Termination Event except that, notwithstanding anything in this Agreement to the contrary, the Termination Price for each such Terminated Security shall be the Fair Market Value on the FMV Calculation Date of such Terminated Security.

ARTICLE VII

REGISTRATION RIGHTS

Section 7.01Demand Registration.

(a)If the Company shall receive a written request from any Avista Fund holding outstanding Registrable Securities (such requesting Persons, the “Requesting Stockholders”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholders’ Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least ten (10) days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Stockholders and

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thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of:

(i)all Registrable Securities for which the Requesting Stockholders have requested registration under this Section 7.01, and

(ii)subject to the restrictions set forth in Section 7.01(d), all other Registrable Securities that any other Stockholders (all such Stockholders, together with the Requesting Stockholders, the “Registering Stockholders”) have requested the Company to register by request received by the Company within seven (7) days after such Stockholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that no Person may participate in any registration statement pursuant to this Section 7.01(a) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 7.05(f) on the same terms and conditions as apply to the Requesting Stockholders; provided, however, that no such Registering Stockholders shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws by such Registering Stockholder as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to, the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration;

providedthat, the Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by all Registering Stockholders in such Demand Registration are at least $25,000,000.

(b)Promptly after the expiration of the seven (7)-day period referred to in Section 7.01(a)(ii) hereof, the Company will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein.  At any time prior to the effective date of the registration statement relating to such registration, a majority of the

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Requesting Stockholders may revoke such request without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request.

(c)The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such Registration is effected; provided that holders of Registrable Securities shall pay all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Stockholder, except for the fees and disbursements of the Stockholders borne and paid by the Company as a Registration Expense.

(d)If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of Registrable Securities that the Registering Stockholders and the Company propose to include in such registration exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities can be sold (the “Demand Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Demand Maximum Offering Size:

(i)first, all Registrable Securities requested to be registered by the Registering Stockholders (the Registrable Securities in this clause (i) allocated, if necessary for the offering not to exceed the Demand Maximum Offering Size, pro rata among the Requesting Stockholders and the other holders of Registrable Securities on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and

(ii)second, all Registrable Securities proposed to be registered by the Company.

(e)The Company may defer the filing (but not the preparation) of a registration statement, or suspend the continued use of a registration statement, required by Section 7.01 for a period of up to sixty (60) days after the request to file a registration statement if at the time the Company receives the request to register Registrable Securities, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith, after consultation with external legal counsel, that such disclosure would have a material adverse effect on the Company or its business or on the Company’s ability to effect a proposed material acquisition, disposition, financing, reorganization, recapitalization or similar transaction.  A deferral of the filing of a registration statement, or the suspension of the continued use of a registration statement, pursuant to this Section 7.01(e), shall be lifted, and the requested registration statement shall be filed forthwith, in the case of a deferral, if the negotiations or other activities are disclosed or terminated.  In order to defer the filing of a registration statement, or suspend the continued use of a registration statement, pursuant

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to this Section 7.01(e), the Company shall promptly (but in any event within five (5) days), upon determining to seek such deferral or suspension, deliver to each Requesting Stockholder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing, or suspending the continued use of a registration statement, pursuant to this Section 7.01(e) and a general statement of the reason for such deferral or suspension, as the case may be, and an approximation of the anticipated delay.  The Company may defer the filing, or suspend the continued use of, a particular registration statement pursuant to this Section 7.01(e) no more than twice in any twelve (12) month period; provided, that there must be an interim period of at least sixty (60) days between the end of one deferral or suspension period and the beginning of a subsequent deferral or suspension period.  The Company agrees, that in the event it exercises its rights under this Section 7.01(e), it shall, within ten (10) days following receipt by the holders of Registrable Securities of the notice of deferral or suspension, as the case may be, update the deferred or suspended registration statement as may be necessary to permit the holders of Registrable Securities to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Section 7.02Piggyback Registration.

(a)If the Company proposes to register any Equity Securities under the Securities Act (whether for itself or otherwise in connection with a sale of securities by another Person, but other than (i) in connection with a Shelf Registration and any resale of Registrable Securities pursuant to a Shelf Registration, which shall be governed by the terms of Section 7.03, (ii) a registration on a Form S-4 in connection with a direct or indirect acquisition by the Company of another Person, (iii) a registration on a Form S-8, or (iv) an IPO (unless the Avista Funds are participating therein as selling stockholders), the Company shall at each such time give prompt written notice at least ten (10) days prior to the anticipated filing date of the registration statement relating to such registration to each Stockholder holding Registrable Securities hereunder, which notice shall set forth such Stockholder’s rights under this Section 7.02 and shall offer such Stockholder the opportunity to include in such registration statement all or any portion of the Registrable Securities held by such Stockholder (a “Piggyback Registration”), subject to the restrictions set forth herein.  Upon the request of any such Stockholder made within ten (10) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Stockholders with rights to require registration of Registrable Securities hereunder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if such registration involves a Public Offering, all such Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 7.05(f) on the same terms and conditions as apply to the Company or any other selling stockholders; provided, however, that no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such

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registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.  If, at any time after giving notice of its intention to register any Registrable Securities pursuant to this Section 7.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company or the initiating holders, as applicable, shall determine for any reason not to register such securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.  No registration effected under this Section 7.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 7.01.  The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected.

(b)If a Piggyback Registration involves a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 7.01(d) shall apply) and the managing underwriter advises the Company that, in its view, the number of Registrable Securities that the Company and all selling stockholders propose to include in such registration exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities can be sold (the “Piggyback Maximum Offering Size”), the Company shall include in such registration, in the following priority, up to the Piggyback Maximum Offering Size:

(i)first, such number of Registrable Securities proposed to be registered for the account of the Company, if any, as would not cause the offering to exceed the Piggyback Maximum Offering Size; and

(ii)second, all Registrable Securities requested to be included in such registration by any Stockholders pursuant to this Section 7.02 (the Registrable Securities in this clause (ii) allocated, if necessary for the offering not to exceed the Piggyback Maximum Offering Size, pro rata among such Stockholders based on their relative number of Registrable Securities requested to be included in the Piggyback Registration); provided, however, that notwithstanding the foregoing, in no event shall the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Stockholders may be excluded further if the underwriters make the

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determination described above and no other Stockholder’s securities are included in such offering.

Section 7.03Shelf Registration.

(a)At any time after the 12 month anniversary of the consummation by the Company of the IPO, upon receipt of a written request (the “Shelf Request”) from the Avista Entities that the Company file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration”) on Form S-3 (or any successor form to Form S-3, or any similar short-form registration statement), covering the resale of Registrable Securities, the reasonably anticipated gross proceeds from all resales covered thereunder of which would exceed $25,000,000, the Company shall use its reasonable best efforts, consistent with the terms of this Agreement, to cause the Shelf Registration to be filed with the SEC as soon as practicable (but in no event later than thirty (30) days of its receipt of the Shelf Request) and to include all Registrable Securities held by the Avista Entities to be registered on such form and (iii) use its reasonable best efforts, consistent with the terms of this Agreement, to cause such Shelf Registration to be declared effective by the SEC as soon as possible.  As soon as reasonably practicable after the IPO, the Company will use its reasonable best efforts, consistent with the terms of this Agreement, to qualify for and remain eligible to use Form S-3 registration or a similar short-form registration.  The provisions of Section 7.05 shall be applicable to each take-down from a Shelf Registration initiated under this Section 7.03 and any subsequent resale of Registrable Securities pursuant thereto; provided, that the gross proceeds from such take-down equal at least $10,000,000.

(b)In connection with any proposed firmly underwritten resale of Registrable Securities by the Avista Entities which is not pursuant to a Demand Registration under Section 7.01 and with respect to which such Shelf Registration is expressly being utilized to effect such resale (an “Underwritten Shelf Take-down”), the Avista Entities must sell their Registrable Securities to the underwriters selected as provided in Section 7.05(f) on the same terms and conditions as apply to any other selling stockholders; provided, however, that no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to, the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.

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(c)The Company shall be liable for and pay all Registration Expenses in connection with each Shelf Registration, regardless of whether such Shelf Registration is effected, and any Underwritten Shelf Take-Down; provided that holders of Registrable Securities shall pay all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for the Avista Entities, except for the fees and disbursements of the Avista Entities borne and paid by the Company as a Registration Expense.

(d)Notwithstanding anything to the contrary contained herein, no Management Stockholder will be entitled to participate with respect to any shelf registration effected pursuant to this Section 7.03 or with respect to any resales of securities pursuant to any shelf registration.

Section 7.04Lock-Up Agreements.

(a)In connection with each underwritten Public Offering (excluding, in the case of the Avista Funds only, an Underwritten Shelf Take-Down) and if requested by the managing underwriter, each of the Company and the Stockholders agree not to effect any public sale or private offer or distribution (other than a distribution-in-kind pro rata to all limited partners or members, as the case may be, of such Stockholder) of any Registrable Securities during the ten (10) days prior to the consummation of such Public Offering and during such time period after the consummation of such Public Offering, not to exceed ninety (90) days (one-hundred and eighty (180) days in the case of the IPO) as may be requested by the managing underwriter; provided that such lock-up agreements are also required by the managing underwriter from all directors, executive officers and Stockholders who hold at least five percent (5%) of the Registrable Securities and that are party to this Agreement; provided, further that each such director, executive officer or Stockholder referenced in the foregoing proviso, shall enter into such lock-up agreements if so required.  Notwithstanding the foregoing, this Section 7.04 shall not apply to any sale by a Stockholder or a director or officer of a Stockholder of Common Stock acquired in open market transactions or block purchases by such Stockholder or its Affiliates subsequent to the IPO.  Any discretionary waiver or reduction of the requirements under the foregoing provisions made by the Company or the applicable lead managing underwriters shall apply to each Stockholder on a pro rata basis.

(b)At any time following the IPO, if the Avista Funds, together with their Affiliates, hold less than five percent (5%) of the then outstanding Common Stock, the Avista Funds may elect (on behalf of themselves and their Affiliates (collectively, the “Withdrawing Holders”)), by written notice to the Company, to withdraw from the provisions of this Article VII and as a result of such withdrawal, such Withdrawing Holders shall no longer be entitled to the rights, nor be subject to the obligations, of this Article VII and the Common Stock held by the Withdrawing Holders shall conclusively be deemed thereafter not to be “Registrable Securities” under this Agreement.  No withdrawal pursuant to this Section 7.04(b) shall release any Withdrawing Holder from its indemnification and contribution rights and obligations, if any, pursuant to Sections 7.06, Section 7.07, 7.09 and 9.11 herein.

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Section 7.05Registration Procedures.  Whenever any Stockholders request that any Registrable Securities be registered pursuant to Section 7.01, Section 7.02, or Section 7.03 hereof, subject to the provisions of such Sections, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection with any such request:

(a)The Company shall, as expeditiously as possible, and, if the Company is not qualified for the use of Form S-3, no later than sixty (60) days from the date of receipt by the Company of the written request, and if the Company is qualified for use of Form S-3, no later than forty-five (45) days from the date of receipt by the Company of the written request, prepare and file with the SEC a registration statement on any form for which the Company then qualifies and the managing underwriter, if any, and the holders of a majority of the Registrable Securities to be registered thereunder shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than one-hundred and eighty (180) days or in the case of a Shelf Registration, not less than two years (or such shorter period in which all of the Registrable Securities of the Registering Stockholders included in such registration statement shall have actually been sold thereunder); provided, however, that such one-hundred and eighty (180) day period or two year period, as applicable, shall be extended for a period of time equal to the period any Stockholder refrains from selling any securities included in such registration at the request of an underwriter and in the case of any Shelf Registration, subject to compliance with applicable SEC rules, such two year period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold.

(b)Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall furnish to each participating Stockholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Stockholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Stockholder.

(c)After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act and shall incorporate such information as the managing underwriter or underwriters and the Avista Funds agree should be included therein relating to the plan of distribution, (ii)

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comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Registering Stockholders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Registering Stockholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

(d)The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Stockholder holding such Registrable Securities reasonably (in light of such Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Stockholder to consummate the disposition of the Registrable Securities owned by such Stockholder; provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.05(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(e)The Company shall immediately notify each Registering Stockholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Stockholder and file with the SEC any such supplement or amendment.

(f)Except for a Demand Registration and Underwritten Shelf Take-down, the Board shall have the right to select the underwriter or underwriters in connection with any Public Offering.  In connection with the offering of Registrable Securities pursuant to a Demand Registration or Underwritten Shelf Take-down, the holders of a majority of the Registrable Securities to be registered in a Demand Registration shall select the underwriter or underwriters, provided that such selection shall be subject to the consent of the Board, which consent shall not be unreasonably withheld.  In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form, provided that the scope of the indemnity contained in such underwriting agreement on the part of the selling Stockholders is not more extensive than the indemnity described in Section 7.07 hereof), provided that such agreements are consistent with this Agreement, and take all such other actions as are reasonably required in order to expedite or facilitate

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the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with FINRA.  The Company shall make such representations and warranties to the holders of Registrable Securities being registered, and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings and take any other actions as the Avista Funds, or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities.  Each Stockholder participating in such underwriting shall also enter into such agreement, provided that the terms of any such agreement are consistent with this Agreement.

(g)Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Registering Stockholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 7.05 and any attorney, accountant or other professional retained by any such Stockholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.  Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by law.  Each Stockholder agrees that at the time that such Stockholder is a Registering Stockholder, information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in Common Stock unless and until such information is made generally available to the public, and further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

(h)The Company shall cause to be furnished to each Registering Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such Stockholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Stockholders or the managing underwriter therefor reasonably requests.

(i)The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its

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security holders, as soon as reasonably practicable, an earning statement or such other document that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.  The Company shall cooperate with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings to be made with FINRA.

(j)The Company may require each such Registering Stockholder, by written notice given to each such Registering Stockholder not less than ten (10) days prior to the filing date of such registration statement, to promptly, and in any event within seven (7) days after receipt of such notice, furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.  Each holder of Registrable Securities agrees to furnish such information to the Company and cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(k)Each Stockholder agrees that at the time that such Stockholder is a Registering Stockholder, upon receipt of any written notice from the Company of the occurrence of any event requiring the preparation of a supplement or amendment of a prospectus relating to the Registrable Securities covered by a registration statement that is required to be delivered under the Securities Act so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or to make the statements therein not misleading, such Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Stockholder’s receipt of the copies of a supplemented or amended prospectus, and, if so directed by the Company, such Stockholder shall deliver to the Company all copies, other than any permanent file copies then in such Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.  If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 7.05(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 7.05(e) to the date when the Company shall make available to such Stockholder a prospectus supplemented or amended to conform with the requirements of Section 7.05(e).

(l)The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded and if none of the Registrable Securities are so listed, on any securities exchange or quotation system on which similar securities issued by the Company are then listed, and if no such similar securities are listed, on any national securities exchange.

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(m)The Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other reasonable actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable best efforts to cooperate as requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

Section 7.06Indemnification by the Company.  The Company agrees to indemnify and hold harmless each Stockholder, its officers, directors, employees, managers, members, partners and agents, and each Person, if any, who controls any such Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or caused by or related to any violation or alleged violation of the Securities Act or Exchange Act, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made in reliance upon and in conformity with information furnished in writing to the Company by such Stockholder or on such Stockholder’s behalf expressly for use therein, provided that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this Section 7.06 shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that the Company has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages.

Section 7.07Indemnification by the Participating Stockholders.  Each Stockholder, at the time that such Stockholder is a Registering Stockholder holding Registrable Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless from and against all Damages the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (i) with respect to information furnished in writing to the Company by such Stockholder or on such Stockholder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement

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thereto, or any preliminary prospectus or (ii) to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was available to such Stockholder and would have cured the defect giving rise to such Damages.  As a condition to including Registrable Securities in any registration statement filed in accordance with Article VII, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities.  No Stockholder shall be liable under this Section 7.07 for any Damages in excess of the net proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder to which such Damages relate except for fraud.

Section 7.08Conduct of Indemnification Proceedings.  If any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article VII, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses, provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify.  In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.  In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties.  The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any Damages (to the extent stated above) by reason of such settlement or judgment.  Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or

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could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Section 7.09Contribution.

(a)If the indemnification provided for in this Article VII is unavailable to the Indemnified Parties or insufficient in respect of any Damages (other than by reason of the exceptions provided herein), then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages, as between the Company on the one hand and each such Stockholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such Stockholder in connection with such statements or omissions, as well as any other relevant equitable considerations.  The relative fault of the Company on the one hand and of each such Stockholder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(b)The Company and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 7.09 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 7.09, no Stockholder shall be required to contribute any amount in excess of the amount by which the net proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder to which such Damages relate exceeds the amount of any Damages that such Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  Subject to the foregoing and as among the Stockholders, each Stockholder’s obligation to contribute pursuant to this Section 7.09 is several in the proportion that the proceeds of the offering received by such Stockholder bears to the total proceeds of the offering received by all such Registering Stockholders and not joint.

Section 7.10Cooperation by the Company.  With a view to making available to the Stockholders the benefits of certain rules and regulations of the SEC that may at any time permit the sale of securities to the public without registration, the Company agrees to use its reasonable best efforts to:

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(a)make and keep public information available, as those terms are defined in Rule 144, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act;

(b)file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements);

(c)furnish to any Stockholder, so long as such Stockholder owns any Registrable Securities, upon request by such Stockholder, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for a Public Offering), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and (iii) such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Stockholder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Stockholder to sell any such securities without registration.

(d)Upon the request of any Stockholder, instruct the transfer agent in writing that it shall rely on the written legal opinion of such Stockholder’s counsel, and shall act in accordance with the written instructions of such Stockholder’s counsel, with respect to any transfer of Equity Securities.

Section 7.11Restriction on Company Grants of Subsequent Registration Rights.  The Company covenants and agrees, that so long as the Avista Funds hold any Registrable Securities in respect of which registration rights provided for in Section 7.01 of this Agreement remain in effect, the Company will not, directly or indirectly, without the prior written consent of the Avista Entities, grant to any Person or agree to otherwise become obligated in respect of (i) the rights of registration in the nature or substantially in the nature of those set forth in Section 7.01 of this Agreement that would have priority over or parity with the Registrable Securities with respect to the inclusion of such securities in any registration or (ii) demand registration rights exercisable prior to such time as the Avista Funds can first exercise their rights under Section 7.01.

Section 7.12Assignment of Registration Rights.  Following an IPO, the registration rights granted pursuant to this Article VII shall not be assignable.

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ARTICLE VIII

CERTAIN COVENANTS AND AGREEMENTS

Section 8.01Information Rights.

(a)Until the consummation of the IPO, the Company will deliver, or will cause to be delivered, the following to each Avista Entity until such time as such Avista Entity ceases to own any Equity Securities:

(i)as soon as available after the end of each fiscal year of the Company, and in any event within one hundred and twenty (120) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company; and

(ii)as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within sixty (60) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the principal financial or accounting officer of the Company.

(b)Other Information.  The Company covenants and agrees to deliver to the Avista Funds until such time as the Avista Funds cease to own at least 5% of the then outstanding shares of Common Stock, with reasonable promptness, such other information and data, including, but not limited to any information necessary to assist such Person in preparing its tax filings and obtaining and/or preserving its qualification as a “venture capital operating company” as defined in the regulations promulgated under the Employment Retirement Income Security Act of 1974 by the United States Department of Labor, with respect to the Company and each of its Subsidiaries as from time to time may be reasonably requested by the Avista Funds.

Section 8.02Access.  The Company shall, and shall cause its and its Subsidiaries’ officers, directors, employees, auditors and other agents to, until such time as the Avista Funds cease to own at least 5% of the then outstanding shares of Common Stock, (a) afford the officers, employees, auditors and other agents of the Avista Funds,

48

during normal business hours and upon reasonable notice, reasonable access and consultation rights at all reasonable times to its officers, employees, auditors, legal counsel, properties, offices, plants and other facilities and to all books and records, and (b) afford the Avista Funds the opportunity to discuss the Company’s affairs, finances and accounts with the Company’s officers from time to time as the Avista Funds may reasonably request.

Section 8.03Confidentiality.

(a)Each Stockholder agrees that it shall (and shall cause its Affiliates (other than Affiliates that are a Company Competitor) and its and their officers, directors, employees, partners, legal counsel, agents and representatives to) (collectively, the “Confidentiality Affiliates”)) (i) hold confidential and not disclose (other than by a Stockholder to its Confidentiality Affiliates having a reasonable need to know in connection with the permitted purposes hereunder), without the prior approval of the Board, all confidential or proprietary written, recorded or oral information or data (including research, developmental, engineering, manufacturing, technical, marketing, sales, financial, operating, performance, cost, business and process information or data, know how and computer programming and other software techniques) provided or developed by the Company and any of its Subsidiaries, another Stockholder or its Confidentiality Affiliates in connection herewith or with the Business, whether such confidentiality or proprietary status is indicated orally or in writing or in a context in which any of the Company and any of its Subsidiaries or the disclosing Stockholder or any of their Confidentiality Affiliates reasonably communicated, or the receiving Stockholder or its Confidentiality Affiliates should reasonably have understood, that the information should be treated as confidential, whether or not the specific words “confidential” or “proprietary” are used (“Confidential Information”) and (ii) use such Confidential Information only for the purposes of performing its obligations hereunder to which it is a party and carrying on the business of the Company and monitoring its investment in the Company; provided, however, that Stockholders may disclose any such Confidential Information on a confidential basis to current and prospective lenders in connection with a loan or prospective loan to a Stockholder and, in connection with a Transfer of Equity Securities permitted under this Agreement, to prospective purchasers of Equity Securities from a Stockholder, after such prospective purchaser has entered into a non-disclosure agreement reasonably acceptable to the Company, as well as to such prospective purchaser’s legal counsel, auditors, agents and representatives.  Notwithstanding the foregoing, Stockholders may disclose any such Confidential Information on a confidential basis to limited partners or prospective limited partners or investors of a Stockholder or its Confidentiality Affiliates, subject to such limited partners or prospective limited partners or investors having agreed to maintain the confidentiality of any such Confidential Information; provided, however, that each Stockholder shall not (and shall cause its Confidentiality Affiliates and its limited partners or prospective limited partners or investors of such Stockholder or its Confidentiality Affiliates not to) disclose any Confidential Information to any Person that is a Company Competitor.  Each Stockholder agrees that it shall be responsible and liable for any breach of this Section 8.03 by its Confidentiality Affiliates and its limited

49

partners or prospective limited partners or investors of such Stockholder or its Confidentiality Affiliates (as if such Confidentiality Affiliates, limited partners or prospective limited partners or investors were parties to and bound by the provisions of this Section 8.03 by which such Stockholder is bound).

(b)The obligations contained in Section 8.03(a) shall not apply, or shall cease to apply, to Confidential Information if or when, and to the extent that, such Confidential Information (i) was, or becomes through no breach of the receiving Stockholder’s obligations hereunder, known to the public, (ii) becomes known to the receiving Stockholder or its Confidentiality Affiliates from other sources under circumstances not involving any breach of any confidentiality obligation between such source and the disclosing Stockholder’s or discloser’s Confidentiality Affiliates or a third party, (iii) is independently developed by the receiving Stockholder or its Confidentiality Affiliates, or (iv) is required to be disclosed by law, governmental regulation or applicable legal process; provided, that to the extent permitted by law, such Stockholder shall notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or other appropriate relief; provided, further, that in the absence of a protective order or other appropriate relief, the Stockholder shall use commercially reasonable efforts to obtain an order or other assurance that confidential treatment will be accorded to such portion of the information required to be disclosed as the Company shall designate.

Section 8.04Management Stockholders Non-Compete.

(a)Except as provided below, each Management Stockholder who is an employee of the Company or any of its Subsidiaries agrees that, for so long as such Management Stockholder is employed by the Company or any of its Subsidiaries and for the Non-Competition Period, such Management Stockholder shall not, without the express written consent of the Company, directly or indirectly, engage in any activity which is, or participate or invest in or assist (whether as owner, part-owner, stockholder, partner, director, officer, trustee, employee, agent, independent contractor or consultant, or in any other capacity) any Company Competitor.

(b)Each Management Stockholder agrees that, for so long as such Management Stockholder is employed by, or provides services to, the Company or any of its Subsidiaries and for the period of twelve (12) following the last day that such Management Stockholder was employed by, or provided services to, the Company or its Subsidiaries, such Management Stockholder shall not, directly or indirectly, (i) solicit for employment or employ any person who is employed by the Company, (ii) encourage any officer, employee, client, customer or supplier to terminate or alter his, her, or its relationship or employment with the Company or any of its Subsidiaries, or (iii) solicit for or on behalf of any Company Competitor any client, customer or supplier of the Company or any of its Subsidiaries, and divert to any Person any client or business opportunity of the Company or any of its Subsidiaries.

(c)In furtherance and not in limitation of the foregoing restrictions, each Management Stockholder who is an employee of the Company or any of its

50

Subsidiaries agrees that, for so long as such Management Stockholder is employed by the Company or any of its Subsidiaries and for the Non-Competition Period, subject to such Management Stockholder’s duties of employment, agrees that such Management Stockholder shall not devote any time to consulting, lecturing or engaging in other self-employment or employment activities without the prior written consent of the Company.

(d)If any court of competent jurisdiction in a final nonappealable order determines that a specified time period, a geographical area, a specified business limitation or any other relevant feature of this Section 8.04 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party.

(e)Each Management Stockholder, while he or she is employed by, or provides services to, the Company and its Subsidiaries, agrees to offer or otherwise make known or available to the Company or any Subsidiary, as directed by the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he may discover, find, develop or otherwise have available to him in any field in which the Company or any of its Subsidiaries is engaged, and further agrees that any such prospects, contracts or other business opportunities shall be the property of the Company.

Section 8.05Directors’ and Officers’ Insurance.  The Company shall purchase, within a reasonable period following the Closing, and maintain for such periods as the Board shall in good faith determine, at its expense, insurance in an amount determined in good faith by the Board to be appropriate, on behalf of any person who after the Closing is or was a director or officer of the Company or any Subsidiary, or is or was serving at the request of the Company or any Subsidiary as a director, officer, employee or agent of another limited company, corporation, partnership, joint venture, trust or other enterprise, including any direct or indirect subsidiary of the Company, against any expense, liability or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, subject to customary exclusions.  The provisions of this Section 8.05 shall survive any termination of this Agreement.

Section 8.06No Exclusive Duty to Company.  In recognition that the Avista Funds currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which the Avista Funds (or one or more Affiliates, associated investment funds, portfolio companies or employees) may serve as an advisor, a director or in some other capacity, and in recognition that the Avista Funds (or one or more Affiliates, associated investment funds, portfolio companies or employees) may have a myriad of duties to various investors and partners, and in anticipation that the Company, on the one hand, and such Stockholder (or one or more Affiliates, associated investment funds, portfolio companies or employees), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to

51

be derived by the Company hereunder and in recognition of the difficulties which may confront the Avista Funds who desire and endeavor fully to satisfy the Avista Funds’ duties, in determining the full scope of such duties in any particular situation, the provisions of this Section 8.06 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Avista Funds.

(a)The Avista Funds shall have the right:

(i)to directly or indirectly engage in or invest in any business (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company or any of its Subsidiaries);

(ii)to directly or indirectly do business with any client or customer of the Company or any of its Subsidiaries;

(iii)to take any other action that the Avista Funds believe in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8.06; and

(iv)not to present potential transactions, matters or business opportunities to the Company or any of its Subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another person.

(b)The Avista Funds (or one or more Affiliates, associated investment funds, portfolio companies or employees) shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Subsidiaries or to refrain from any actions specified in Section 8.06(a), and the Company, on its own behalf and on behalf of its Subsidiaries, hereby renounces and waives any right to require the Avista Funds (or one or more Affiliates, associated investment funds, portfolio companies or employees) to act in a manner inconsistent with the provisions of Section 8.06(a).

(c)The Avista Funds and their Affiliates, associated investment funds, portfolio companies and employees shall not be liable to the Company or any of its Subsidiaries for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8.06(c) or the participation therein by the Avista Funds or their Affiliates, associated investment funds, portfolio companies or employees.

Section 8.07Conflicting Agreements.  Each Stockholder represents and agrees that it shall not (i) grant any proxy or enter into or agree to be bound by any voting trust or agreement with respect to the Equity Securities, except as expressly contemplated by this Agreement, (ii) enter into any agreement or arrangement of any kind with any Person with respect to its Equity Securities inconsistent with the provisions of this Agreement or for the purpose or with the effect of denying or reducing the rights of any

52

other Stockholder under this Agreement, including agreements or arrangements with respect to the Transfer or voting of its Equity Securities or (iii) act, for any reason, as a member of a group or in concert with any other Person in connection with the Transfer or voting of its Equity Securities in any manner that is inconsistent with this Agreement.

ARTICLE IX

MISCELLANEOUS

Section 9.01Binding Effect; Assignability; Benefit.

(a)This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns.  Any Stockholder that ceases to beneficially own any Equity Securities shall cease to be bound by the terms hereof (other than as expressly set forth herein or with respect to Section 8.03 or Article IX).

(b)Other than as expressly set forth herein, neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Equity Securities or otherwise.  Any Person acquiring Equity Securities that is required or permitted by the terms of this Agreement to become a party hereto shall (unless already bound hereby) execute a Joinder Agreement and shall thenceforth be a “Stockholder”; provided, however, for all purposes of this Agreement, that any Person that acquires all Equity Securities then held by any Avista Fund shall be deemed an Avista Fund.

(c)Subject to Section 9.04, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 9.02Notices.  All notices provided for or permitted hereunder shall be made in writing by hand-delivery, registered or certified first-class mail, telex, telecopier or air courier guaranteeing overnight delivery to the other party at the following addresses (or at such other address as shall be given in writing by any party to the others):

If to the Company, to:

c/o Avista Capital Holdings, L.P.

65 East 55th Street

18th Floor

New York, NY 10022

Attention: David Burgstahler

Ben Silbert, Esq.

Facsimile: (212) 593-6901

53

If to any of the Avista Funds, to:

c/o Avista Capital Holdings, L.P.

65 East 55th Street

18th Floor

New York, NY 10022

Attention: David Burgstahler

Ben Silbert, Esq.

Facsimile: (212) 593-6901

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention: Jai Agrawal

Facsimile: (212) 446-6460

If to any other Stockholder, to the address or facsimile number under such Stockholder’s name on Schedule A attached hereto.

All such notices shall be deemed to have been duly given: when delivered by hand, if personally delivered; five (5) business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when transmission confirmation is received, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

Section 9.03Waiver; Amendment; Termination.

(a)No provision of this Agreement may be waived, amended or otherwise modified except by an instrument in writing executed by the Company and the Avista Funds; provided, that any waiver, amendment or modification that materially and adversely affects a Stockholder disproportionately as compared to all other Stockholders, shall require the prior written consent of a majority-in-interest of such Stockholders so adversely affected; provided, further, that no update of any Schedule hereto shall be deemed to constitute an amendment to this Agreement.

(b)This Agreement shall terminate upon the earlier to occur of (i) the IPO, (ii) a Change of Control of the Company and (iii) the bankruptcy, liquidation, dissolution or winding-up of the Company; provided, however, the provisions of Sections 4.01, 4.02, 4.04, Article VI, Article VII, Article VIII and Article IX, and any defined terms used in such surviving provisions, shall survive the IPO.

Section 9.04Non-Recourse.  Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Stockholder covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current

54

or future director, officer, employee, general or limited partner or member or equity holder of any Stockholder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Stockholder or any current or future member or equity holder of any Stockholder or any current or future director, officer, employee, partner or member or equity holder of any Stockholder or of any Affiliate or assignee thereof, as such for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

Section 9.05Governing Law; Venue.  All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto, and their negotiation, execution, performance or nonperformance, interpretation, termination, construction and all matters based upon, arising out of or related to any of the foregoing, whether arising in law or equity, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.  Any legal action or proceeding with respect this Agreement shall be brought in the courts of the United States District Court for the District of Delaware or any other competent court of the State of Delaware, and, by execution and delivery of this Agreement, each party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of such courts.  Each party irrevocably waives any objection which it may now or hereafter have to the laying of venue of the aforesaid actions or proceedings arising out of or in connection with this Agreement in the courts referred to in this paragraph and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.  Each party agrees that service of process upon such party in any action shall be effective if notice is given in accordance with Section 9.02.

Section 9.06WAIVER OF JURY TRIAL.  EACH OF THE STOCKHOLDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING (INCLUDING COUNTERCLAIMS) RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS OR RELATIONSHIPS HEREBY CONTEMPLATED OR OTHERWISE IN CONNECTION WITH THE ENFORCEMENT OF ANY RIGHTS OR OBLIGATIONS HEREUNDER.

Section 9.07Specific Enforcement; Cumulative Remedies.  The parties hereto acknowledge that money damages may not be an adequate remedy for violations of this Agreement and that any party, in addition to any other rights and remedies which the parties may have hereunder or at law or in equity, may, in his or its sole discretion,

55

apply to a court of competent jurisdiction for specific performance or injunction or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, powers or remedies by such party.

Section 9.08Entire Agreement.  This Agreement, together with all agreements referenced to herein and any schedules, exhibits and other documents referred to herein or therein constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise among the parties hereto, or between any of them, with respect to the subject matter hereof and thereof.

Section 9.09Severability.

(a)If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(b)To the extent the terms of the By-laws or any other constitutive documents of the Company are contradictory to, or inconsistent with, the terms of this Agreement, the terms of this Agreement shall, to the extent permitted by law, supersede such conflicting or inconsistent terms.  All terms of the By-laws and any other constitutive documents not contradictory to, or inconsistent with, the terms of this Agreement shall remain in full force and effect.

Section 9.10Aggregation of Shares.  All Equity Securities held by a Stockholder and its other Permitted Transferees and, with respect to the Avista Funds, including the Avista Syndication Vehicle, shall be aggregated together for purposes of determining the availability of any rights under this Agreement; provided, that for the purposes of Sections 5.01 and 5.04 hereof, the Equity Securities held by the Avista Syndication Vehicle shall not be aggregated with the Avista Funds and, with respect to such sections, the Avista Syndication Vehicle will be entitled to participate in such Tag-Along Sale or preemptive rights offer, as applicable, as a Stockholder hereunder in accordance with the terms of such sections, as applicable, and in accordance with the applicable terms of the Syndication Vehicle Agreement.

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Section 9.11Counterparts; Effectiveness.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

VIKING PARENT INC.
By:	/s/ David Lundstedt
	Name:	David Lundstedt
	Title:	Chief Executive Officer

[Signature Page to Stockholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

AVISTA CAPITAL PARTNERS II, L.P.
By:	Avista Capital Partners II GP, LLC
	its General Partner
By:	/s/ David Burgstahler
	Name:	David Burgstahler
	Title:	Authorized Representative
AVISTA CAPITAL PARTNERS
(OFFSHORE) II, L.P.
By:	Avista Capital Partners II GP, LLC
	its General Partner
By:	/s/ David Burgstahler
	Name:	David Burgstahler
	Title:	Authorized Representative
AVISTA CAPITAL PARTNERS
(OFFSHORE) II-A, L.P.
By:	Avista Capital Partners II GP, LLC
	its General Partner
By:	/s/ David Burgstahler
	Name:	David Burgstahler
	Title:	Authorized Representative
ACP VIKING CO-INVEST, LLC
By:	Avista Capital Partners II GP, LLC
	its manager
By:	/s/ David Burgstahler
	Name:	David Burgstahler
	Title:	Authorized Representative

Signature Page to Stockholders Agreement]

MANAGEMENT STOCKHOLDERS:

/s/ David Lundstedt

David Lundstedt

[Signature Page to Stockholders Agreement]

MANAGEMENT STOCKHOLDERS:

/s/ Charles McIlvaine

Charles McIlvaine

[Signature Page to Stockholders Agreement]

MANAGEMENT STOCKHOLDERS:

/s/ Allen Yurko

Allen Yurko

[Signature Page to Stockholders Agreement]

SCHEDULE A

STOCKHOLDERS OF THE COMPANY

STOCKHOLDER		NUMBER OF SHARES OF COMMON STOCK
AVISTA CAPITAL PARTNERS II, L.P.		113,663,859
c/o Avista Capital Holdings, L.P.
65 East 55th Street
18th Floor
New York, NY 10022
Attention:	David Burgstahler
	Ben Silbert, Esq.
Facsimile:	(212) 593-6901
AVISTA CAPITAL PARTNERS (OFFSHORE) II, L.P.		37,325,647
c/o Avista Capital Holdings, L.P.
65 East 55th Street
18th Floor
New York, NY 10022
Attention:	David Burgstahler
	Ben Silbert, Esq.
Facsimile:	(212) 593-6901
AVISTA CAPITAL PARTNERS (OFFSHORE) II-A, L.P.		9,060,494
c/o Avista Capital Holdings, L.P.
65 East 55th Street
18th Floor
New York, NY 10022
Attention:	David Burgstahler
	Ben Silbert, Esq.
Facsimile:	(212) 593-6901
ACP VIKING CO-INVEST, LLC		103,200,000
c/o Avista Capital Holdings, L.P.
65 East 55th Street
18th Floor
New York, NY 10022
Attention:	David Burgstahler
	Ben Silbert, Esq.
Facsimile:	(212) 593-6901

A - 1

STOCKHOLDER	NUMBER OF SHARES OF COMMON STOCK
DAVID LUNDSTEDT	1,000,000
31 Sail Harbour Drive
New Fairfield, CT 06812
ALLEN YURKO	500,000
300 S. Ocean Blvd
Apt. 505
Palm Beach, FL 33480
CHARLES MCILVAINE	250,000
57 Nearwater Lane
Darien, CT 06820
TOTAL	265,000,000

A - 2

SCHEDULE B

INITIAL SHARES OF THE COMPANY

STOCKHOLDER	NUMBER OF SHARES OF COMMON STOCK
AVISTA CAPITAL PARTNERS II, L.P.	113,663,859
AVISTA CAPITAL PARTNERS (OFFSHORE) II, L.P.	37,325,647
AVISTA CAPITAL PARTNERS (OFFSHORE) II-A, L.P.	9,060,494
ACP VIKING CO-INVEST, LLC	103,200,000
DAVID LUNDSTEDT	1,000,000
ALLEN YURKO	500,000
CHARLES MCILVAINE	250,000
TOTAL	265,000,000

EXHIBIT A

JOINDER AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Stockholders Agreement, dated as of November 5, 2010 (the “Stockholders Agreement”), among VIKING PARENT INC., AVISTA CAPITAL PARTNERS II, L.P., AVISTA CAPITAL PARTNERS (OFFSHORE) II, L.P., AVISTA CAPITAL PARTNERS (OFFSHORE) II-A, L.P. and certain other persons named therein, as the same may be amended from time to time.  Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Stockholders Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to, and a “Stockholder” for all purposes of, (except in the event a Person acquires all Equity Securities held by the Avista Funds in accordance with the Stockholders Agreement and as contemplated in Section 9.01(b) of the Stockholders Agreement) the Stockholders’ Agreement as of the Closing Date and shall have all of the rights and obligations of the Stockholder from whom it has acquired Equity Securities (to the extent permitted by the Stockholders Agreement) as if it had executed the Stockholders Agreement.  The Joining Party hereby ratifies, as of the Closing Date, and agrees to be bound by, all of the terms, provisions and conditions contained in the Stockholders Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date:                                 ,
	[NAME OF JOINING PARTY]
	By:
		Name:
		Title:
	Address for Notices:

AGREED ON THIS [      ] day of [                  ], 20[        ]:

[                                         ]

By:

Name:

Title:

EXHIBIT B

BY-LAWS OF THE COMPANY

See attached.

EX-5.1

Exhibit 5.1

601 Lexington Avenue New York, New York 10022
(212) 446-4800 www.kirkland.com April 13, 2012	Facsimile: (212) 446-4900

Armored AutoGroup Inc.

39 Old Ridgebury Road

Danbury, Connecticut 06810

Re:  Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as legal counsel to Armored AutoGroup Inc., a Delaware corporation (the “Issuer”), and each of the guarantors listed on Schedule A hereto (the “Guarantors” and each a “Guarantor” and together with the Issuer, the “Registrants”). This opinion letter is being delivered in connection with the proposed registration by the Issuer of $275,000,000 in aggregate principal amount of the Issuer’s 9.25% Senior Notes due 2018 (the “Exchange Notes”), to be guaranteed (the “Guarantees”) by the Guarantors, pursuant to a Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about April 13, 2012. Such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement.” The Exchange Notes are to be issued pursuant to the Indenture dated as of November 5, 2010, as supplemented by a supplemental indenture dated as of November 5, 2010, and as otherwise amended, supplemented or modified prior to the date hereof (collectively, the “Indenture”) by and among the Issuer, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Exchange Notes are to be issued in exchange for and in replacement of the Issuer’s 9.25% Senior Notes due 2018 issued on November 5, 2010 (the “Old Notes”), of which $275,000,000 in aggregate principal amount is outstanding and is subject to the exchange offer pursuant to the Registration Statement.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the certificates of incorporation, bylaws and operating agreements of the Issuer and the Guarantors, as applicable, (ii) resolutions of the Issuer and the Guarantors with respect to the issuance of the Exchange Notes and the Guarantees, (iii) the Indenture, (iv) the Registration Statement, (v) the Registration Rights Agreement, dated as of November 5, 2010, by and among the Issuer, the Guarantors and J.P. Morgan Securities LLC for itself and on behalf of the Initial Purchasers defined therein (the “Registration Rights Agreement”) and (vi) forms of the Exchange Notes and the Guarantees.

Chicago   Hong Kong   London   Los Angeles   Munich   Palo Alto   San Francisco   Shanghai   Washington, D.C.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Issuer and the Guarantors, and the due authorization, execution and delivery of all documents by the parties thereto other than the Issuer and the Guarantors. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuer and the Guarantors.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes and the Guarantees have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to holders of the Old Notes in exchange for the Old Notes and the guarantees related thereto, the Exchange Notes will be validly issued under the Indenture and binding obligations of the Issuer and the Guarantees will be validly issued under the Indenture and binding obligations of the Guarantors.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it.  We are not qualified to practice law in the State of Delaware and our opinions herein regarding Delaware law are limited solely to our review of provisions of the General Corporation Law and the Limited Liability Company Act of the State of Delaware, which we consider normally applicable to transactions of this type, without our having made any special investigation as to the applicability of another statute, law, rule or

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regulation.  None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion.

We have also assumed that the execution and delivery of the Indenture and the Exchange Notes and the performance by the Issuer and the Guarantors of their obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which any Registrant is bound.

This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Yours very truly,

/s/ Kirkland & Ellis LLP

KIRKLAND & ELLIS LLP

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Schedule A

Guarantors	Jurisdiction of Organization
The Armor All/STP Products Company	Delaware
STP Products Manufacturing Company	Delaware
Armored AutoGroup Sales Inc.	Delaware
AA Group (U.S.) — A LLC	Delaware
AA Group (U.S.) — B LLC	Delaware

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EX-10.1

Exhibit 10.1

EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the “Agreement”) dated November 5, 2010 by and between Viking Acquisition Inc., a Delaware corporation (the “Company”), and David P. Lundstedt (“Executive”).

The Company desires to employ Executive and to enter into an agreement embodying the terms of such employment, subject to the consummation of the transactions contemplated in the Purchase and Sale Agreement between The Clorox Company and the Company, dated as of September 21, 2010 (the “Purchase Agreement”);

Executive desires to accept such employment and enter into such an agreement; and

In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1.                   Employment Term.  Executive’s employment with the Company under this Agreement shall be subject to, and shall commence on, the Closing Date (as defined in the Purchase Agreement, and hereinafter referred to as the “Closing Date”), and the Closing Date shall be, for purposes of this Agreement, the “Effective Date.”  The Company agrees to employ Executive pursuant to the terms of this Agreement, and Executive agrees to be so employed, for a term of two (2) years (the “Initial Term”) commencing as of the Effective Date.  On the second anniversary of the Effective Date  and each anniversary thereafter, the term of this Agreement shall be automatically extended for successive one-year periods; provided, however, that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least sixty (60) days prior to any such anniversary date.  Notwithstanding the foregoing, Executive’s employment hereunder may be earlier terminated in accordance with Section 9 hereof.  The period of time between the Effective Date and the termination of Executive’s employment hereunder shall be referred to herein as the “Employment Term.”

2.                   Position.

(a)           Commencing as of the Effective Date, Executive shall serve as the Chief Executive Officer of the Company, as a member of the board of directors of Viking Parent, Inc. (the “Board”) and as Chairman of the Board.  Executive shall report directly to the Board; provided, that the Board may at any time, in its sole discretion, change Executive’s position, title and/or duties to solely that of Chief Executive Officer, Executive Chairman of the Board or Chairman of the Board, and Executive shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, as applicable.  The Board shall take such action as may be necessary to appoint or elect Executive as a member of the Board as of the Effective Date.  Thereafter, during the portion of the Employment Term the Executive is serving as Chairman of the Board,

the Board shall nominate Executive for re-election as a member of the Board at the expiration of the then current term, provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements or to the extent Executive is serving solely as the Company’s Chief Executive Officer or as otherwise determined by the Board.  If requested, Executive shall serve as an officer or a member of the Board of Directors of any of the Company’s direct or indirect subsidiaries without additional compensation.

(b)           Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise that would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (i) from serving on the corporate, civic or charitable boards or committees listed on Exhibit A or (ii) subject to the prior approval of the Board (which consent shall not be unreasonably withheld), from accepting appointment to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of Executive’s duties hereunder or conflict with Section 10 hereof.

3.                   Base Salary.  Commencing on the Effective Date, the Company shall pay Executive a base salary (as in effect from time to time, the “Base Salary”) at the annual rate of $650,000, payable in regular installments in accordance with the Company’s payment practices from time to time; provided that Executive’s Base Salary shall be reduced by thirty-three percent (33%) during the period Executive serves solely as the Executive Chairman of the Board, and by sixty-six percent (66%) during the period Executive serves solely as the Chairman of the Board, payable, in each case, in equal quarterly installments in arrears.  The Base Salary shall be reviewed for increase by the Compensation Committee of the Board and shall be increased in the discretion of the Compensation Committee of the Board and any such adjusted Base Salary shall constitute the “Base Salary” for purposes of this Agreement.

4.                   Bonus.  Commencing with the Company’s fiscal year beginning January 1, 2011, during each fiscal year of the Company that ends during the Employment Term, Executive shall be eligible to receive an annual incentive payment under the Company’s annual bonus plan as may be in effect from time to time (the “Annual Bonus”) based on a target bonus opportunity of at least seventy-five percent (75%) of Executive’s Base Salary (the “Target Bonus”), upon the attainment of one or more pre-established performance goals established by the Board (or a committee of the Board) in its sole discretion; provided, however, Executive shall not be eligible for the Annual Bonus in the event Executive is serving solely as the Chairman of the Board.  The Annual Bonus, if any, shall be paid to Executive between March 1st and April 1st of the fiscal year immediately following the fiscal year in respect of which the Annual Bonus was earned.

5.                   Equity.

(a)           Options.  On the Effective Date, or as soon as practicable thereafter, subject to Executive’s compliance with Section 5(b) below, Executive shall be granted stock

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options to purchase shares of the Company’s common stock in accordance with the terms and conditions attached hereto as Exhibit B.

(b)           Co-Investment.  Upon the Effective Date, Executive shall invest a minimum of $1,000,000 in the same equity securities of the Company that was purchased by Avista Capital Partners II, L.P. and its affiliates in connection with its initial equity investment in the Company (the “Executive Investment”).  In connection with the Executive Investment, Executive shall execute the Company’s Stockholders Agreement, substantially in the form attached hereto as Exhibit C.

6.                   Employee Benefits.  During Executive’s employment hereunder, Executive shall be entitled to participate in the Company’s health, life and disability insurance, and retirement and fringe employee benefit plans as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company; provided that for the twelve (12) month period following the Effective Date, Executive shall only be entitled to Employee Benefits on the same basis as those that are generally made available to other senior executives of the Company who are not Transferring Employees (as defined in the Purchase Agreement).

7.                   Business Expenses.  During Executive’s employment hereunder, reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the Company in accordance with Company policies.

8.                   Legal Fees.  Upon presentation of appropriate documentation, the Company shall pay Executive’s reasonable counsel fees incurred in connection with the negotiation and documentation of this Agreement and the documents ancillary hereto, up to a maximum of $25,000, which shall be paid within sixty (60) days of the Effective Date of this Agreement, provided that Executive is still employed at the time of such payment.

9.                   Termination.  Notwithstanding any other provision of this Agreement, the provisions of this Section 9 shall exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates.

(a)           By the Company For Cause, by Executive Without Good Reason or Non-Extension by Executive.

(i)            Executive’s employment hereunder may be terminated (x) immediately by the Company for Cause (as defined below), (y) upon sixty (60) days’ prior written notice by Executive without Good Reason (as defined below), or (z) as a result of Executive’s non-extension of the Employment Term as provided in Section 1 hereof.

(ii)           For purposes of this Agreement, “Cause” shall mean (A) Executive’s material breach of any fiduciary duty or legal or contractual obligation to the Company or any of its affiliates (including, without limitation, pursuant to a Company or a direct or indirect subsidiary policy or the restrictive covenants set forth in Sections 10 or 11 of this Agreement or any other applicable restrictive covenants between Executive and the Company or any of its affiliates), or the Company’s direct or indirect equity holders, and the continuance or recurrence of such breach which, if curable, is not cured within thirty (30) days after notice to Executive

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specifying in reasonable detail the nature of such breach, or, if cured, recurs within one hundred and eighty (180) business days, (B) Executive’s willful or repeated failure to follow the reasonable instructions of the Board (other than as a result of total or partial incapacity due to physical or mental illness), and the continuance or recurrence of such failure which, if curable, is not cured within thirty (30) days after notice to Executive specifying in reasonable detail the nature of such failure, or, if cured, recurs within 180 business days, (C) Executive’s gross negligence, willful misconduct, fraud, insubordination, acts of dishonesty or conflict of interest relating to the Company or any of its affiliates, (D) Executive’s (I) commission of any misdemeanor which has a material impact on the affairs, business or reputation of the Company or any of its affiliates or (II) indictment of a crime constituting a felony under the laws of the United States or any state thereof or any crime involving moral turpitude or (E) Executive’s breach of Section 5(b) that is not cured within thirty (30) days of the Effective Date.

(iii)          For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of Executive, unless such events are fully corrected in all material respects by the Company within thirty (30)days following written notification by Executive to the Company of the occurrence of one of the following reasons: (A) the failure of the Company to pay, or cause to be paid, Executive’s Base Salary or Annual Bonus, as the case may be, when due hereunder or (B) any material and continuing diminution in Executive’s authority or responsibilities from those described in Section 2 hereof (for the avoidance of doubt, any such diminution due to a change of authority or responsibilities contemplated by Section 2 shall not constitute Good Reason).  Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within sixty (60) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s thirty (30)-day period described above.  Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by Executive.

(iv)          If Executive’s employment is terminated by the Company for Cause, if Executive resigns without Good Reason or if Executive’s employment is terminated as a result of Executive’s non-extension of the Employment Term as provided in Section 1 hereof, Executive shall be entitled to receive (A) the Base Salary through the date of termination and (B) reimbursement, within thirty (30) days following submission by Executive to the Company of appropriate supporting documentation) for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive’s termination; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to the Company within thirty (30) days following the date of Executive’s termination of employment.  In the event of Executive’s resignation without Good Reason (but, for the avoidance of doubt, not upon a termination of employment by the Company for Cause), Executive shall also be entitled to such vested and accrued Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company (the amounts described in clauses (A) and (B) hereof, together with accrued Employee Benefits, if any, being referred to as the “Accrued Rights”).

(v)           Following such termination of Executive’s employment by the Company for Cause or resignation by Executive without Good Reason, except as set forth in Section

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 9(a)(iv), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(b)           Disability or Death.

(i)            Executive’s employment hereunder shall terminate immediately upon Executive’s death and may be terminated by the Company due to Executive’s physical or mental illness, injury or infirmity which is reasonably likely to prevent and/or prevents Executive from performing his essential job functions for a period of (A) ninety (90) consecutive calendar days or (B) an aggregate of one hundred twenty (120) calendar days out of any consecutive twelve (12) month period (such illness, injury or infirmity is hereinafter referred to as “Disability”).  Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company.  If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing.  The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement.

(ii)           Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive:

(A)          the Accrued Rights;

(B)           the portion of any Annual Bonus that has been earned for any fiscal year of the Company that has ended prior to the year in which such termination occurs (“Prior Year’s Bonus”) to the extent not theretofore paid; and

(C)           a pro-rata portion of Executive’s Annual Bonus for the fiscal year in which Executive’s termination of employment occurs based on actual results for such year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive is employed by the Company and the denominator of which is 365) payable at the same time bonuses for such year are paid to other senior executives of the Company (the “Pro-Rata Bonus”).

(iii)          Following Executive’s termination of employment due to death or Disability, except as set forth in Section 9(b)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(c)           By the Company Without Cause, by Executive for Good Reason or Non-Extension by the Company.

(i)            Executive’s employment may be terminated (x) immediately upon written notice by the Company to Executive of an involuntary termination without Cause (other than for death or Disability), (y) by Executive for Good Reason in accordance with Section 9(a)(iii), or

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(z) by Executive within thirty (30) days of the Company’s non-extension of the Employment Term as provided in Section 1 hereof.

(ii)           If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability), by Executive for Good Reason, or by Executive within thirty (30) daysof the Company’s non-extension of the Employment Term, Executive shall be entitled to receive:

(A)          the Accrued Rights;

(B)           the Prior Year’s Bonus to the extent not theretofore paid;

(C)           the Pro-Rata Bonus;

(D)          subject to Executive’s continued compliance with the provisions of Sections 10 and 11 hereof, continued payment of the Base Salary for the Restricted Period (as defined below), payable in accordance with the Company’s ordinary payroll schedule; and

(E)           during the Restricted Period, continued life insurance and group medical coverage for Executive and Executive’s eligible dependents upon the same terms as provided to senior executive officers of the Company and at the same coverage levels as in effect for active employees during the Restricted Period; provided that such continued life insurance and/or group medical coverage shall cease upon Executive becoming employed by another employer and eligible for life insurance and/or medical coverage, as applicable, with such other employer.

(iii)          Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Rights shall only be payable if Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit D hereto.  Such release must be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following Executive’s date of termination of employment.  Notwithstanding anything to the contrary set forth herein, to the extent that the payment of any amount described in this Section 9 constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 13(h) hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto.

(iv)          Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) by Executive’s resignation for Good Reason, or by Executive within thirty (30) daysof the Company’s non-extension of the Employment Term, except as set forth in this Section 9(c)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement, and the payments and benefits provided in this Section 9(c)(ii)shall be in lieu of any termination or severance payments or benefits for which Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

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(d)           Notice of Termination.  Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) shall be communicated by a Notice of Termination to the other party hereto in accordance with Section 13(k) hereof.  For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

(e)           Board/Committee Resignation.  Upon termination of Executive’s employment for any reason, Executive shall promptly resign from the Board (and any committees thereof) and any other position as an officer, director or fiduciary of any subsidiary of the Company or other Company-related entity.

10.                 Non-Competition.

(a)           Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:

(i)            During Executive’s employment with the Company and, for the longer of (x) the remainder of the Initial Term and (y) one year following the termination of Executive’s employment for any reason (such longer period, the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client:

(A)          with whom Executive had personal contact or dealings on behalf of the Company during the one-year period preceding Executive’s termination of employment;

(B)           with whom employees reporting to Executive had personal contact or dealings on behalf of the Company during the one year immediately preceding Executive’s termination of employment; or

(C)           for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment.

(ii)           During the Restricted Period, Executive will not directly or indirectly:

(A)          engage in any business that competes with the business or businesses of the Company or any of its direct or indirect subsidiaries as of Executive’s date of termination, including, without limitation, businesses which the Company or any of its direct or indirect subsidiaries have specific plans to conduct in the future and as to which Executive is aware of such planning as of Executive’s date of termination (a “Competitive Business”);

(B)           enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;

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(C)           acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or

(D)          interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.

(iii)          Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such Person and (ii) does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person.

(iv)          During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

(A)          solicit or encourage any employee or consultant of the Company or its affiliates to leave the employment of, or cease providing services to, the Company or its affiliates; or

(B)           hire any such employee or consultant who was employed by or providing services to the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of or ceased providing services to the Company or its affiliates coincident with, or within six (6) months prior to or after, the termination of Executive’s employment with the Company.

(b)           It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

The provisions of this Section 10 shall survive the termination of this Agreement and Executive’s employment for any reason.

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11.                 Confidentiality; Intellectual Property, Non-Disparagement.

(a)           Confidentiality.

(i)            Executive will not at any time (whether during or after Executive’s employment with the Company) (x) retain or use for the benefit, purposes or account of Executive or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information — including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals — concerning the past, current or future business, activities and operations of the Company, its subsidiaries or affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (collectively, “Confidential Information”) without the prior written authorization of the Board.

(ii)           Confidential Information shall not include any information that is (A) generally known to the industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties, or (B) required by law to be disclosed; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(iii)          Except as required by law, Executive will not disclose to anyone, other than Executive’s immediate family and legal or financial advisors, the existence or contents of this Agreement; provided that Executive may disclose to any prospective future employer the provisions of Sections 10 and 11 of this Agreement provided they agree to maintain the confidentiality of such terms.

(iv)          Upon termination of Executive’s employment with the Company for any reason, Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its subsidiaries or affiliates; (y) immediately return to the Company all Company property and destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, its affiliates and subsidiaries, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware and promptly return any other Company property in Executive’s possession.

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(b)           Intellectual Property.

(i)            If Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Executive’s employment by the Company, that are relevant to or implicated by such employment (“Prior Works”), Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.  A list of all such material Works as of the date hereof is attached hereto as Exhibit E.

(ii)           If Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such employment and/or with the use of any Company resources (“Company Works”), Executive shall promptly and fully disclose such works to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(iii)          Executive agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any other form or media requested by the Company) of all Company Works.  The records will be available to and remain the sole property and intellectual property of the Company at all times.

(iv)          Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract), at the Company’s expense (but without further remuneration), to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works.  If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney-in-fact, to act for and on Executive’s behalf to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.

(v)           Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party.  Executive hereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant.  Executive shall comply with all relevant policies and guidelines of the Company, including regarding the protection of confidential information and intellectual

10

property and potential conflicts of interest.  Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version.

(vi)          Notwithstanding any other provision of this Section 11 to the contrary, no assignment of Company Works shall apply hereunder to the extent that California Labor Code Section 2870 prohibits such assignment.  Section 2870(a) provides as follows:

“Any provision in any employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1)           Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(2)           Result from any work performed by the employee for the employer.”

(vii)         Nothing in this Agreement is intended to expand the scope of protection, if any, provided to Executive by Sections 2870 through 2872 of the California Labor Code.

(c)           Non-Disparagement.

(i)            During the Employment Term and for the two year period following the termination of Executive’s employment for any reason, Executive agrees not to make public statements or communications (whether written or orally) that disparage the Company, its business, services, products or its affiliates or its or their current, former or future directors or executive officers (in their capacity as such), or with respect to any current or former director or executive officer or shareholder of the Company or its affiliates (in their capacity as such).  The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).

(ii)           During the Employment Term and for the two year period following the termination of Executive’s employment for any reason, the Company agrees not to make public statements or communications (whether written or orally) that disparage Executive.  The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).

The provisions of this Section 11 shall survive the termination of Executive’s employment for any reason.

11

12.                 Specific Performance; Tolling.  Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 10 or Section 11 would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach.  In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.  In the event of any violation of the provisions of Section 10 or Section 11, Executive acknowledges and agrees that the post-termination restrictions contained in Section 10 or Section 11shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that Executive is subject to the constraints in Sections 10 and 11 hereof, Executive will provide a copy of this Agreement (including, without limitation, Section 10) to such entity, and such entity shall acknowledge to the Company in writing that it has read this Agreement.  Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 10 and 11 hereof, and that Executive will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of Sections 10 and 11 hereof if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of Sections 10 and 11 hereof.

13.                 Miscellaneous.

(a)           Governing Law.  This Agreement shall be governed by, construed and interpreted in all respects, in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles thereof.

(b)           Entire Agreement/Amendments.  This Agreement contains the entire understanding of the parties with respect to the employment of Executive by the Company.  There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein.  This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(c)           No Waiver.  The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(d)           Severability.  In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

12

(e)           Assignment.  This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive.  Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect.  This Agreement may be assigned by the Company to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of the Company.  Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.

(f)            Set Off.  The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts that Executive has an outstanding obligation to repay to the Company or its affiliates as of the date of termination of employment, subject to Section 13(h) hereof.

(g)           Dispute Resolution.  Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts.  In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or Executive’s employment by the Company or any Company Affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or Executive’s employment by the Company or any Company Affiliate, or Executive’s or the Company’s performance under, or the enforcement of, this Agreement, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at Executive’s or the Company’s address as provided in Section 13(k) hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

(h)           Compliance with Code Section 409A.

(i)            The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible,

13

maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Code Section 409A.

(ii)           A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”  If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death, to the extent required under Code Section 409A.  Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 13(h) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(iii)          To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(iv)          For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.  Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(v)           Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

(i)            Code Section 280G.  In the event any payments or benefits payable to Executive hereunder or otherwise would constitute a “parachute payment” or an “excess parachute payment” within the meaning of Internal Revenue Code (the “Code”) Section 280G, the Company agrees to propose and use its commercially reasonably best efforts to cause Avista Capital Holdings, L.P., together with its affiliates, as indirect shareholders of the Company, to

14

vote in favor of exempting and providing any such payments and benefits in the manner set forth in and contemplated by Q&A 6 and Q&A 7 of Treas. Reg. § 280G-1.

(j)            Successors; Binding Agreement.  This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

(k)           Notice.  For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive:

At the address (or to the facsimile number) shown

in the books and records of the Company.

If to the Company:

Viking Acquisition Inc.

c/o Avista Capital Partners

65 East 55th Street, 18th Floor

New York, NY 10022

Attention: David Burgstahler and Ben Silbert

Fax: (212) 593-6959

(l)            Executive Representation.  Executive hereby represents to the Company that (i) Executive has been provided with sufficient opportunity to review this Agreement and has been advised by the Company to conduct such review with an attorney of his choice and (ii) the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound, including, but not limited to, the Amended and Restated Employment Agreement, dated December 15, 2008 and as amended, modified or supplemented from time to time, by and between Executive and The Sun Products Corporation.

(m)          Cooperation.  Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder.  This provision shall survive any termination of this Agreement or Executive’s employment.

(n)           Withholding Taxes.  The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

15

(o)           Counterparts.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signatures on following page]

16

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

VIKING ACQUISITION INC.
By:	/s/ David Durkin
Name: David Durkin
Title:   Vice President and Secretary
/s/ David P. Lundstedt
David P. Lundstedt

[Signature Page to Dave Lundstedt Employment Agreement]

EXHIBIT A

None.

EXHIBIT B

Stock Option Agreement - see attached.

EXHIBIT C

Stockholders Agreement - see attached.

EXHIBIT D

Release - see attached.

EXHIBIT D
RELEASE

This RELEASE (“Release”) dated as of                       , 20     between Viking Acquisition Inc., a Delaware corporation (the “Company”), and David P. Lundstedt (“Executive”).

WHEREAS, the Company and Executive previously entered into an employment agreement dated November 5, 2010 (the “Employment Agreement”); and

WHEREAS, Executive’s employment with the Company has terminated effective                  , 20    ;

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein and in the Employment Agreement, the Company and Executive agree as follows:

1.             Executive, on his own behalf and on behalf of his heirs, estate and beneficiaries, does hereby release the Company and its parent companies, any of its and their subsidiaries and affiliates, and each past or present officer, director, agent, employee, shareholder, representative, insurer, successor and assign of any such entities, from any and all claims made, to be made, or which might have been made of whatever nature, whether known or unknown, from the beginning of time, including those that arose as a consequence of his employment with the Company, or arising out of the severance of such employment relationship, or arising out of any act committed or omitted during or after the existence of such employment relationship, all up through and including the date on which this Release is executed, including, but not limited to, those which were, could have been or could be the subject of an administrative or judicial proceeding filed by Executive or on his behalf under federal, state or local law, whether by statute, regulation, in contract or tort, and including, but not limited to, every claim for front pay, back pay, wages, bonus, fringe benefit, any form of discrimination (including but not limited to, every claim of race, color, sex, religion, national origin, disability or age discrimination or any allegation, claim or violation, arising under the Civil Rights Act of 1866; the Age Discrimination in Employment Act (including the Older Workers Benefit Protection Act); the Americans with Disabilities Act; the Family and Medical Leave Act, the Civil Rights Act of 1964, Title VII, as amended; the Civil Rights Act of 1991; the Employee Retirement Income Security Act of 1974, as amended; the Equal Pay Act; the Worker Adjustment and Retraining Notification Act; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or any other federal, state or local law relating to employment or discrimination in employment, or otherwise), wrongful termination, emotional distress, pain and suffering, breach of contract, compensatory or punitive damages, interest, attorney’s fees, reinstatement or reemployment.  If any arbitrator or court rules that such waiver of rights to file, or have filed on his behalf, any administrative or judicial charges or complaints is ineffective, Executive agrees not to seek or accept any money damages or any other relief upon the filing of any such administrative or judicial charges or complaints.  Executive relinquishes any right to future employment with the Company and the Company shall have the right to refuse to re-employ Executive, in each case without liability of Executive or the Company.  Executive acknowledges and agrees that even though claims and facts in addition to those now known or believed by him to exist may

C-1

subsequently be discovered, it is his intention to fully settle and release all claims he may have against the Company and the persons and entities described above, whether known, unknown or suspected.  Executive does not waive his right to file a charge with the Equal Employment Opportunity Commission (“EEOC”) or participate in an investigation conducted by the EEOC; provided, however, Executive expressly waives his right to monetary or other relief should any administrative agency, including but not limited to the EEOC, pursue any claim on Executive’s behalf.  The released parties described in this Paragraph 1 are intended third-party beneficiaries of this Release, and this Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such released parties hereunder.

2.             The Company and Executive acknowledge and agree that the release contained in Paragraph 1 does not, and shall not be construed to, release or limit the scope of any existing obligation of the Company and/or any of its subsidiaries or affiliates (i) to indemnify Executive for his acts as an officer or director of Company in accordance with the bylaws of Company or the law (ii) to Executive and his eligible, participating dependents or beneficiaries under any existing group welfare (excluding severance), equity, or retirement plan of the Company in which Executive and/or such dependents are participants or (iii) with respect to payments required to be made under Section 9 of the Employment Agreement.

3.             Executive acknowledges that he has been provided at least 21 days to review the Release and has been advised to review it with an attorney of his choice.  In the event Executive elects to sign this Release prior to this 21 day period, he agrees that it is a knowing and voluntary waiver of his right to wait the full 21 days.  Executive further understand that he has 7 days after the signing hereof to revoke it by so notifying the Company in writing, such notice to be received by the Board of Directors of the Company within the 7 day period.  Executive further acknowledge that he has carefully read this Release, knows and understands its contents and its binding legal effect.  Executive acknowledge that by signing this Release, he does so of his own free will and act and that it is his intention that he be legally bound by its terms.

EXECUTIVE

David P. Lundstedt

C-2

EXHIBIT E
PRIOR WORKS

None.

EX-10.2

EXHIBIT 10.2

Execution Copy

VIKING PARENT INC.

c/o Avista Capital Holdings, LP

65 East 55th Street, 18th Floor

New York, NY  10022

November 5, 2010

David P. Lundstedt
31 Sail Harbour Drive
New Fairfield, CT 06812

Dear Mr. Lundstedt:

In consideration for certain consulting services, including due diligence and transaction structuring, performed by you for Viking Parent Inc., a Delaware corporation (“Parent”), and certain of its subsidiaries, in connection with the transactions contemplated in the Purchase and Sale Agreement between The Clorox Company and Viking Acquisition Inc. (the “Company”), dated as of September 21, 2010 (the “Purchase Agreement”), we have agreed to compensate you for such services by paying you the amount of Six Hundred and Fifty Thousand Dollars ($650,000) in cash (the “Consulting Services Payment”); provided, that, notwithstanding anything to the contrary herein, Parent’s obligation to make the Consulting Services Payment shall be contingent upon the occurrence of the Closing (as defined in the Purchase Agreement). The Consulting Services Payment shall be made in a lump-sum cash payment on the Closing Date (as defined in the Purchase Agreement).  You shall be responsible for all Federal, state and local taxes pursuant to any applicable law or regulation which may be owed by you as a result of the receipt of the Consulting Services Payment.

This letter agreement sets forth the entire agreement between you and Parent in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any representative of any party hereto in respect of such subject matter. Any prior agreement between you and Parent in respect of the subject matter contained herein is hereby terminated and cancelled. For the avoidance of doubt, in the event the Purchase Agreement is terminated prior to the Closing or no such Closing shall occur, this letter agreement shall be null and void ab initio and neither party shall have any liabilities or obligations hereunder. This letter agreement may not be amended or waived except by an instrument in writing signed by each of the parties to this letter agreement. This letter agreement shall be governed by, construed and interpreted in all respects in accordance with the laws of the State of New York. This letter agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed signature page of this letter agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

[Signature Page Follows]

Please confirm that the foregoing is our mutual understanding by signing and returning to Parent an executed counterpart of this letter agreement.

	Very truly yours,
	VIKING PARENT INC.
	By:	/s/ David Durkin
		Name: David Durkin
		Title:   Vice President and Secretary
Accepted and agreed to as of
the date first written above:
/s/ David P. Lundstedt
David P. Lundstedt

EX-10.3

EXHIBIT 10.3

VIKING PARENT INC.

c/o Avista Capital Holdings, LP

65 East 55th Street, 18th Floor

New York, NY  10022

November 5, 2010

Charles Mcllvaine
57 Nearwater Lane
Darien, CT  06820

Dear Mr. Mcllvaine:

In consideration for certain consulting services performed by you for Viking Parent Inc., a Delaware corporation (“Parent”), and certain of its subsidiaries, in connection with the transactions contemplated in the Purchase and Sale Agreement between The Clorox Company and Viking Acquisition Inc., dated as of September 21, 2010 (the “Purchase Agreement”), Parent has agreed to compensate you for such services by paying you the amount of Four Hundred Thousand Dollars ($400,000) in cash (the “Consulting Services Payment”); provided, that, notwithstanding anything to the contrary herein, Parent’s obligation to make the Consulting Services Payment shall be contingent upon the occurrence of the Closing (as defined in the Purchase Agreement). The Consulting Services Payment shall be made in a lump-sum cash payment on the Closing Date (as defined in the Purchase Agreement).  You shall be responsible for all Federal, state and local taxes pursuant to any applicable law or regulation which may be owed by you as a result of the receipt of the Consulting Services Payment.

As a condition to the payment of the Consulting Services Payment, upon the Closing, you hereby acknowledge and agree that you shall (i) invest a minimum of Two Hundred and Fifty Thousand Dollars ($250,000) in the same equity securities of Parent that was purchased by Avista Capital Partners II, L.P. and its affiliates in connection with its initial equity investment in Parent pursuant to a Subscription Agreement in form and substance satisfactory to the Parent and (ii) execute a Stockholders Agreement in form and substance satisfactory to the Parent.

This letter agreement sets forth the entire agreement between you and Parent in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any representative of any party hereto in respect of such subject matter. Any prior agreement between you and Parent in respect of the subject matter contained herein is hereby terminated and cancelled. For the avoidance of doubt, in the event the Purchase Agreement is terminated prior to the Closing or no such Closing shall occur, this letter agreement shall be null and void ab initio and neither party shall have any liabilities or obligations hereunder. This letter agreement may not be amended or waived except by an instrument in writing signed by each of the parties to this letter agreement. This letter agreement shall be governed by, construed and interpreted in all respects in accordance with the laws of the State of New York. This letter agreement may be executed in any number of counterparts, each of which shall be an original, and all of which,

when taken together, shall constitute one and the same instrument. Delivery of an executed signature page of this letter agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

2

Please confirm that the foregoing is our mutual understanding by signing and returning to Parent an executed counterpart of this letter agreement.

	Very truly yours,
	VIKING PARENT INC.
	By:	/s/ David Durkin
		Name: David Durkin
		Title:   Vice President
Accepted and agreed to as of
the date first written above:
/s/ Charles McIlvaine
Charles McIlvaine

EX-10.4

EXHIBIT 10.4

VIKING PARENT INC.

c/o Avista Capital Holdings, LP

65 East 55th Street, 18th Floor

New York, NY  10022

November 5, 2010

Allen Yurko
300 S. Ocean Blvd, Apt 505
Palm Beach FL 33480

Dear Mr. Yurko:

In consideration for certain consulting services, including due diligence and transaction structuring, performed by you for Viking Parent Inc., a Delaware corporation (“Parent”), and certain of its subsidiaries in connection with the transactions contemplated in the Purchase and Sale Agreement between The Clorox Company and Viking Acquisition Inc., dated as of September 21, 2010 (the “Purchase Agreement”), Parent has agreed to compensate you for such services by paying you the amount of Seven Hundred and Fifty Thousand Dollars ($750,000) in cash (the “Consulting Services Payment”); provided, that, notwithstanding anything to the contrary herein, Parent’s obligation to make the Consulting Services Payment shall be contingent upon the occurrence of the Closing (as defined in the Purchase Agreement). The Consulting Services Payment shall be made in a lump-sum cash payment on the Closing Date (as defined in the Purchase Agreement).  You acknowledge and agree that, to the extent that the Consulting Services Payment is paid (or otherwise used to fund your purchase of the equity securities of Parent described below) in accordance with this letter agreement, the Consulting Services Payment shall be deemed to be in full satisfaction of your right to receive the “supplementary payment” described in Section 4(b) of the Consulting Agreement, dated as of May 3, 2010 and as amended from time to time, by and between Avista Capital Holdings, L.P. and Allen Yurko.  You shall be responsible for all Federal, state and local taxes pursuant to any applicable law or regulation which may be owed by you as a result of the receipt of the Consulting Services Payment.

As a condition to the payment of the Consulting Services Payment, upon the Closing, you hereby acknowledge and agree that you shall (i) invest a minimum of Five Hundred Thousand Dollars ($500,000) in the same equity securities of Parent that was purchased by Avista Capital Partners II, L.P. and its affiliates in connection with its initial equity investment in Parent pursuant to a Subscription Agreement in form and substance satisfactory to the Parent and (ii) execute a Stockholders Agreement in form and substance satisfactory to the Parent.

This letter agreement sets forth the entire agreement between you and Parent in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any representative of any party hereto in respect of such subject matter. Any prior agreement between you and Parent in respect of the subject matter contained herein is hereby terminated

and cancelled. For the avoidance of doubt, in the event the Purchase Agreement is terminated prior to the Closing or no such Closing shall occur, this letter agreement shall be null and void ab initio and neither party shall have any liabilities or obligations hereunder. This letter agreement may not be amended or waived except by an instrument in writing signed by each of the parties to this letter agreement. This letter agreement shall be governed by, construed and interpreted in all respects in accordance with the laws of the State of New York. This letter agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed signature page of this letter agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

[Signature Page Follows]

2

Please confirm that the foregoing is our mutual understanding by signing and returning to Parent an executed counterpart of this letter agreement.

	Very truly yours,
	VIKING PARENT INC.
	By:	/s/ David Durkin
		Name: David Durkin
		Title:   Vice President and Secretary
Accepted and agreed to as of
the date first written above:
/s/ Allen Yurko
Allen Yurko

EX-10.5

Exhibit 10.5

Memorandum          

Date:	September 30, 2011
To:	Dan Steimle
From:	Robin Trainor
Subject:	Employment Separation Agreement and Release

This Employment Separation Agreement and Release (“Agreement and Release”) confirms our mutual understanding regarding your rights and benefits in relation to your termination of employment with Armored AutoGroup Inc., its predecessor companies, affiliates, subsidiaries and business units, past and present (“AAG” or the “Company”). By signing this Agreement and Release, you hereby acknowledge that these benefits are in full satisfaction of all rights to termination or severance related benefits for which you may have been eligible or may claim to be eligible under any agreement, promise or program, whether written or oral, express or implied.

Termination

You have been informed of your termination of employment from the Company. Your last day of work will be September 30, 2011 (“Last Day of Active Employment”).

Vacation Pay

After your Last Day of Active Employment you shall be paid current year accrued unused vacation pay (“Current Vacation Period”). Current year vacation pay ceases to accrue as of your Last Day of Active Employment. Your accrued unused vacation pay shall be paid in accordance with your normal pay cycle.

Severance Pay

Provided you sign and return this Agreement and Release in the form provided to you, you shall receive 6 months of base salary continuation (“Salary Continuation Period”). These salary continuation payments are hereinafter referred to as “Severance Pay.” Your Salary Continuation Period shall extend from the Last Day of Active Employment through March 31, 2012.

As a general rule, the Company will not begin the payment of your Severance Pay until after you have signed and returned this Agreement and Release in the form provided and any revocation period provided for in this agreement has expired. In such case, your Severance Pay shall commence when the duly executed Agreement and Release has been returned and any arrearages shall be paid retroactively as soon as administratively practicable. Notwithstanding the foregoing, the Company reserves the right, in its sole discretion, to continue your Severance Pay while you

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review this Agreement and Release; provided, however, that this payment of your Severance Pay shall in no event be construed as a waiver by the Company of the provision in the Severance Plan making Severance Pay contingent on execution of a release of claims in favor of the Company.

Provided that you have signed and returned this Agreement and Release in the form provided, in the event of your death after your Last Day of Active Employment, payment of any remaining Severance Pay owing under this Agreement and Release will be made to your estate.

All Severance Pay benefits are subject to federal, state and other applicable taxes and withholdings.

Employee Benefits

A general description of your rights to continued participation in your employee benefit plans will be provided to you with this Agreement and Release. Such description is for information purposes only and is not a part of this Agreement and Release.

Additional Consideration

In addition to the benefits described above, you shall be entitled to the following benefit(s) (“Additional Benefits”), provided you sign and return this Agreement and Release in the form provided to you:

·The Company is willing to enter into an assignment or sublet of your lease with Robin King for Unit 2401 at Timber Oak, at 57 Lawrence Avenue, Danbury, Connecticut (the “Premises”) and will assume all future rent payment obligations under such lease from the Last Day of Active Employment until the termination of such lease. You are and will remain responsible for all rent payment obligations and the condition of the Premises up to and including the Last Day of Active Employment. The Company deposited a security deposit in the sum of $5,600 with Ms. King under the lease for the Premises and you agree that this security deposit is to be returned to the Company, including any interest received thereon, after termination of the lease. If you should receive the security deposit, you acknowledge and agree that the Company is entitled to such security deposit and you will immediately turn over the security deposit to the Company.

·The Company will arrange to move your household goods from the above referenced Premises (Unit 2401 at Timber Oak, at 57 Lawrence Avenue, Danbury) and cars by a licensed household goods carrier from Danbury, Connecticut to Grant’s Pass, Oregon. The mover that Company retains will invoice Company directly for your reasonable moving expenses.

·You will receive a lump sum payment of $15,000 as a transition bonus upon completion of the transition of your role to the new Chief Financial Officer for the Company.

Nonqualified Stock Option Award Agreement

You were granted certain right and option (the “Option”) to purchase shares under terms and conditions set forth in your Nonqualified Stock Option Award Agreement with Armored

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AutoGroup Parent Inc. effective as of February 1, 2011 (the Option Agreement”). Notwithstanding any terms governing your right and option to purchase shares under the Option Agreement, you agree to waive all right to exercise the Option and further acknowledge and agree that the Option is canceled and forfeited.

Consideration for the Release

The Severance Pay and Additional Benefits (the “Consideration”) are something of value that will be available to you only in return for your signed Agreement and Release in the form provided to you. If you choose not to sign this Agreement and Release in the form provided to you, you will not be entitled to the Consideration.

Contingencies

In order to receive the Consideration under this Agreement and Release, you must return this signed Agreement and Release, in the form provided, to Robin Trainor, no earlier than the Last Day of Active Employment. You may take up to twenty-one (21) calendar days after the Last Day of Active Employment to consider the Agreement before signing, although you may, in the exercise of your sole discretion, sign it at any time before the 21-day period expires. You must return this signed Agreement and Release no later than 22-days after the Last Day of Active Employment.

In the event that before the end of your Salary Continuation Period you (i) accept a position with the Company as an employee, or (ii) return to work at the Company as a leased employee, consultant or independent contractor, all Consideration under this Agreement and Release will terminate as of the date of your reemployment or assignment with the Company commences. In such event, all Consideration paid to you before your reemployment or assignment with the Company commences shall be considered to be valuable legal consideration to which you were not otherwise entitled and the Release of Claims and Confidentiality provisions of this Agreement and Release shall remain in effect and fully enforceable.

Subject to the preceding paragraph, your acceptance of a position with another company will generally not affect your eligibility for the Consideration under this Agreement and Release. However, the Company reserves the right to cancel your Consideration in the event that you engage in activities determined to be significantly detrimental to the Company’s interests, including, without limitation, recruiting, hiring, or soliciting (either directly or indirectly) AAG employees for employment or performance of services with a competing company, breach of any obligations under any confidentiality agreement or intellectual property agreement, making knowingly false or misleading statements about AAG or its products, officers or employees to competitors, customers, potential customers or former or current AAG employees, holding yourself out as an active AAG employee, and material breach of any of the terms of this Agreement and Release.

Release Of Claims

In exchange for the Consideration, you do hereby waive and do hereby release, knowingly and willingly, Armored AutoGroup Inc., its present and future parent companies, its predecessor companies, its past, present and future divisions, subsidiaries, affiliates and related companies and

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their successors and assigns and all past, present and future directors, officers, employees and agents of these entities, personally and as directors, officers, employees and agents (collectively the “AAG Group”), from any and all claims of any nature whatsoever you have arising out of your employment and/or the termination of your employment with the AAG Group, known or unknown, including but not limited to any claims you may have under federal, state or local employment, labor, or antidiscrimination laws, statutes and case law and specifically claims arising under the federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1964, as amended, the Americans with Disabilities Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Family and Medical Leave Act, the Rehabilitation Act of 1973, the Fair Labor Standards Act, the Labor-Management Relations Act, the Equal Pay Act and the Worker Adjustment Retraining and Notification Act, the Connecticut Human Rights and Opportunities Law, the Connecticut Family and Medical Leave Law, the Connecticut Age Discrimination and Employee Insurance Benefits Law, the Connecticut Smokers’ Rights Law, the Connecticut Constitution, Connecticut common law and any other applicable state, county or local law, ordinance or statute including claims for attorneys’ fees, the California Fair Employment and Housing Act and applicable regulations, the California Family Rights Act, disputed claims under the California Labor Code or Wage Orders, Labor Code Section 132a and/or the California Constitution, California common law and any other applicable state, county or local law, ordinance or statute including claims for attorneys’ fees, claims based upon the Oregon Revised Statutes including Title 26, and Sections 652.140 et. seq., 659A.001 et seq., the Oregon Administrative Code, Oregon Administrative Regulations, the Oregon Constitution, and/or Oregon common law and any other applicable state, county or local law, ordinance or statute including claims for attorneys’ fees; provided, however, that this release does not apply to claims under ERISA Section 502(a)(1)(B) for benefits under AAG Group sponsored benefit plans covered under ERISA (other than claims for severance and severance related benefits), does not apply to claims arising out of obligations expressly undertaken in this Agreement and Release, and does not apply to claims arising out of any act or omission occurring after the date you sign this Agreement and Release. All claims, including contingent claims, for incentive compensation awards under any AAG Group plan or payroll practice, along with any claims under any state wage and hour laws, are specifically subject to this release of claims. Any rights to benefits (other than severance benefits) under AAG Group sponsored benefit plans are governed exclusively by the written plan documents.

Excluded from this Release of Claims are any claims or rights which cannot be waived by law. Also excluded from the General Release is your right to file a charge with an administrative agency or participate in any agency investigation. You are, however, waiving your right to recover money in connection with any such charge or investigation. You are also waiving your right to recover money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal, state or local agency.

You acknowledge and understand that you have accepted the Consideration referenced in this Agreement and Release in full satisfaction of all claims and obligations of the AAG Group to you regarding any matter or incident up to the date you execute this Agreement and Release (except to the extent expressly excepted from the terms of this Agreement and Release) and you affirmatively intend to be legally bound thereby.

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You hereby agree and acknowledge that you are not entitled to receive any additional payments or benefits from the AAG Group related to your employment or termination of employment other than as expressly provided herein.

Release of Unknown Claims

For the purpose of implementing a full and complete release, you expressly acknowledge that the release given in this Agreement is intended to include, without limitation, claims that you did not know or suspect to exist in your favor at the date of your execution of this Agreement, regardless of whether the knowledge of such claims, or the facts upon which they might be based would materially have affected your execution of this Agreement; and that the consideration given under this Agreement is also for the release of those claims and contemplates the extinguishment of any such unknown claims, despite the fact that California Civil Code section 1542 may provide otherwise. You expressly waive any right or benefit available to you in any capacity under the provisions of section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO ALL CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MAY HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Cooperation and Nondisclosure

In further exchange for the Consideration you receive under this Agreement and Release, you agree to cooperate fully with the Company in any matters that have given or may give rise to a legal claim against the Company, and of which you are knowledgeable as a result of your employment with the Company. This requires you, without limitation, to (1) make yourself available upon reasonable request to provide information and assistance to the Company on such matters without additional compensation, except for your out of pocket costs, (2) maintain the confidentiality of all Company privileged or confidential information including, without limitation, attorney-client privileged communications and attorney work product, unless disclosure is expressly authorized by the Company’s legal department, and (3) notify the Company promptly of any requests to you for information related to any pending or potential legal claim or litigation involving the Company, reviewing any such request with a designated representative of the Company prior to disclosing any such information, and permitting a representative of the Company to be present during any communication of such information.

Non-Competition Agreement

In further exchange for the Consideration you receive under this Agreement and Release, you agree that for the entirety of your Salary Continuation Period you will not, without the written consent of AAG, directly or indirectly, engage or be interested in (without any geographic restrictions or limitations), as owner, partner, shareholder, employee, director, officer, agent, consultant or otherwise, directly or indirectly, with or without compensation, any Competing Business or assist any Competing Business.

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For purposes of this Agreement, “Competing Business” shall mean any business engaged in the research, development, manufacture or sales of products or systems serving the automotive aftermarket, automotive supply retailers or mass merchandisers in any of the following product categories: (i) car care performance products, including fuel additives, oil additives, cleaners and functional fluids, and (ii) car care appearance products, including cleaners, protectants, polishes and shines for automotive interiors, exteriors, windows, wheels and tires. Without limiting the foregoing in any way, and to avoid doubt, Competing Business shall specifically include each of the following entities, brand owners (or their respective licensees) and their subsidiaries and affiliates (including any successors thereto): Lucas, Sopus, Maguire, Prestone, Eagle One, Turtle Wax and Mothers. Nothing herein, however, shall prohibit you from acquiring or holding not more than one percent (1%) of any class of publicly traded securities of any such business; provided that such securities entitle you to no more than one percent (1%) of the total outstanding votes entitled to be cast by security holders of such business in matters on which such security holders are entitled to vote.

In the event any of the foregoing covenants shall be determined by any court of competent jurisdiction to be unenforceable by reason of extending for too great a period of time, over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The invalidity or unenforceability of any particular provision of this Non-Competition Agreement paragraph shall not affect the other provisions hereof, which shall continue in full force and effect.

You agree that the Company’s remedies at law would be inadequate in the event of a breach or threatened breach of this Non-Competition Agreement paragraph; accordingly, the Company shall be entitled, in addition to its rights at law, to seek an injunction or other equitable relief without the need to post a bond.

The terms of this Non-Competition Agreement paragraph are to be read consistent with the terms of any other non-competition agreements that you have executed with the Company; provided, however, to the extent there is a conflict between/among such agreements, such agreements shall be construed as providing the broadest possible protections to the Company, even if such construction would require provisions of more than one such agreement to be given effect.

Confidentiality

You agree not to disclose or cause any other person to disclose to third parties, including employees of the Company, the terms of this Agreement and Release; provided, however, that you have the right to disclose the terms of this Agreement and Release to your spouse, your financial/tax advisor, your attorney, and in response to a governmental inquiry, including a governmental tax audit or a judicial subpoena, or as otherwise required by law. You understand that your breach of this confidentiality provision shall excuse the Company from performing further under this Agreement and Release. You agree that neither this Agreement and Release nor any version of this Agreement and Release shall be admissible in any forum as evidence against the Company or you except in a proceeding to challenge or enforce this Agreement and Release. This Agreement and Release does not constitute an admission of wrongdoing by either party.

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You acknowledge and agree that any agreements signed by you relating to intellectual property and confidential information acquired by you as a result of your employment with the Company remain in full force and effect and place legal obligations upon you that continue beyond your employment with the Company. In further exchange for the Consideration you receive under this Agreement and Release, you agree to abide by the confidentiality, non-solicitation and intellectual property covenants set forth below with respect to knowledge acquired during your employment with the Company.

Nothing in this Agreement and Release (or any exhibit or attachment thereto) is intended to prohibit you from reporting any accounting, internal accounting control, or auditing matter to any federal regulatory agency, any federal law enforcement agency, or any Member of Congress or any committee or subcommittee of Congress. Nor is this Agreement and Release (or any exhibit or attachment thereto) intended to prohibit you from engaging in any activity protected by the Sarbanes-Oxley Act (18 U.S.C. § 1514A).

Cooperation with AAG Group.

You agree to assist and fully cooperate with the AAG Group in obtaining, maintaining, and asserting the fullest measure of legal protection, which the AAG Group elects to obtain, maintain or assert for Inventions in which it has a property right. “Inventions” includes not only inventions (whether or not patentable), but also innovations, improvements, discoveries, ideas and all other forms of intellectual property (including, but not limited to, copyright works and mask works), whether or not any of the foregoing constitutes trade secret or other confidential information. You also agree to assist and fully cooperate with the AAG Group in defending the AAG Group against claims of violation of the intellectual property rights of others. You will be paid my reasonable expenses in assisting, and cooperating with, the AAG Group. You agree to execute any lawful document the AAG Group requests you to execute relating to obtaining, maintaining or asserting legal protection for any said Invention or in defending against claims of the violation of the intellectual property rights of others (including, but not limited to, executing applications, assignments, oaths, declarations, and affidavits) and you will make myself available for interviews, depositions and testimony. In the event that the AAG Group is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or prosecute any patent, copyright, or other right or protection relating to an Invention, for any other reason whatsoever, you hereby irrevocably designate and appoint the AAG Group and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and on your behalf to execute and file any such application or applications, and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or similar protections thereon with the same legal force and effect as if executed by you.

Non-Solicitation of AAG Group Employees.

You acknowledge that the AAG Group has invested significant time and money to recruit and retain its employees. Therefore, recognizing that in the course of your employment you have obtained valuable information about AAG Group employees, their respective talents and areas of expertise, you agree that for a period of one (1) year following termination of your employment from the Company for any reason, you will not, directly or indirectly, (i) cause any individual previously employed by the AAG Group to be employed by any person or entity other than the AAG Group

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unless such individual has not been employed by the AAG Group for at least 12 months, (ii) participate in any manner in the employment of any such individual by any person or entity other than the AAG Group unless such individual has not been employed by the AAG Group for at least 12 months, or (iii) in any way induce or attempt to induce such individual to leave the employment of the AAG Group.

Non-Solicitation of AAG Group Customers.

You acknowledge that the AAG Group has invested significant time and money to develop valuable, continuing relationships with existing and prospective clients and customers. Therefore, recognizing that in the course of your employment you have obtained valuable information about AAG Group customers and their requirements, you agree that, for a period of two (2) years following termination of your employment from the Company for any reason, you will not solicit or attempt to solicit, directly or indirectly, for your own account or for others, any existing clients or customers of the AAG Group with whom you had contact or of whom you became aware while employed by the Company during the two year period prior to your termination, or any prospective clients or customers of the AAG Group with whom you had contact and with whom the AAG Group took significant steps to do business during the two year period prior to your termination, for the purpose of inducing such clients or customers to cease doing business with the AAG Group or to purchase, lease or utilize products or services which are competitive with, are similar to, or which may be used as substitutes for any products or services offered by the AAG Group.

Severability; Entire Agreement; No Oral Modifications; No Waivers

Should any of the provisions of this Agreement and Release (other than the Release of Claims provision) be determined to be invalid by a court of competent jurisdiction, the parties agree that this shall not affect the enforceability of the other provisions of the Agreement and Release. In such case, the parties shall renegotiate the invalidated provision(s) in good faith to effectuate its/their purpose and to conform the provision(s) to applicable law. This Agreement and Release constitutes a single integrated contract expressing the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof. This Agreement and Release may be amended or modified only by an agreement in writing. The failure by the Company to declare a breach or otherwise to assert its rights under this Agreement and Release shall not be construed as a waiver of any right the Company has under this Agreement and Release.

Choice of Law

This Agreement and Release shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without reference to principles of conflict of laws.

Acknowledgments and Certifications

You acknowledge and certify that you:

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(a)have read and understand all of the terms of this Agreement and Release and find that it has been written in language that you understand;

(b)do not rely on any representation or statement, written or oral, not set forth in this Agreement and Release;

(b)have had a reasonable period of time to consider this Agreement and Release;

(c)are signing this Agreement and Release knowingly and voluntarily;

(d)have been advised to consult with an attorney before signing this Agreement and Release;

(e)have the right to consider the terms of this Agreement and Release for 21 days and if you take fewer than 21 days to review this Agreement and Release, you hereby waive any and all rights to the balance of the 21 day review period; and

(f)have the right to revoke this Agreement and Release within 7 days after signing it, by providing written notice of revocation to your Human Resources representative by either: (a) hand-delivering the revocation to Robin Trainor; or (b) fax the revocation to Robin Trainor. In either case, you agree to keep written documentation proving that you revoked this Agreement as provided in this Paragraph, either by keeping the documents signed by a representative of the company, attesting to the delivery of the revocation, or a verification that the fax was, in fact, received by Robin Trainor. If you revoke this Agreement and Release during this 7-day period, it becomes null and void in its entirety.

THIS IS A LEGALLY ENFORCEABLE DOCUMENT.

		Armored AutoGroup Inc.
/s/ Dan Steimle		By:	/s/ Robin Trainor
Dan Steimle			Robin Trainor
			Vice President, Human Resources
Dated:	9-29-11	Dated:	9-29-11

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EX-10.6

Exhibit 10.6

CONSULTING AGREEMENT

AGREEMENT made as of this 1st day of October, 2011 by and between Dan Steimle (hereinafter referred to as “Consultant”) and Armored AutoGroup Inc., a corporation organized under the laws of the state of Delaware (hereinafter referred to as “Company”).

WITNESSETH:

WHEREAS, the Company desires to engage Consultant to help manage certain projects and initiatives; and

WHEREAS, Consultant desires to work on certain such projects and initiatives on a part-time basis and according to Consultant’s own schedule;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is agreed as follows:

1.The Company hereby retains Consultant as an independent contractor to perform the services set forth in Exhibit A, attached hereto and made a part hereof, as well as other similar and related duties as may be assigned to Consultant while performing such services. Company and Consultant shall confer from time to time to review and revise, as appropriate, the list of services set forth in Exhibit A. Subject to the provisions of Paragraph 2, Consultant agrees to comply with applicable Company policies in the performance of services hereunder. The Company will not direct or supervise the Consultant, except with respect to the ultimate services set forth in Exhibit A, and those similar and related duties agreed to by the Company and Consultant. The Company may not direct or limit the Consultant’s time off, decision whether to accept an assignment, vacation or other similar activities. The parties agree that Consultant is not providing his Services exclusively to the Company, and that Consultant may provide services similar to the Services to other parties as long as Consultant’s provision of such services to other parties does not interfere with Consultant’s performance under this Agreement.

2.Consultant shall provide to the Company, in accordance with the procedures set forth in Paragraph 17, written periodic reports of Consultant’s activities in sufficient detail to evidence the nature and scope of services provided, and shall provide supporting documentation in the form of related work records, meeting reports and similar documents as requested by the Company. Consultant shall be free to determine Consultant’s own means and manner of accomplishing the purposes of the parties, as more fully set forth in Exhibit A, provided Consultant performs services hereunder in a manner acceptable to the Company, as determined in accordance with Paragraph 7 hereof, and provided Consultant complies fully with all laws and regulations applicable to the Company’s operations and Consultant’s services. The Company shall not exercise or retain the right to control, direct or supervise the manner in which Consultant performs services for the Company.

3.Consultant shall perform the services specified in Exhibit A at such locations as shall be necessary, convenient or appropriate to the performance of such services.

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4.As full and complete payment for all services rendered hereunder, Consultant shall be compensated on the following basis:

(a)The Company shall pay Consultant at a rate of $145.00 per hour, payable monthly within 30 days after receipt of Consultant’s invoice for services rendered during the preceding month.

(b)Consultant shall keep monthly time, activity and expense records and shall advise the Company monthly as to the cumulative expenses incurred under Paragraph 5.

(c)Payment of fees and reimbursement of expenses to Consultant shall be made only in response to itemized invoices, satisfactory to the Company, in the name of Consultant and submitted pursuant to Paragraph 17.

(d)As clarification and without limiting the foregoing, no additional compensation shall be or become payable to Consultant as a “finder” or broker as a result of any services rendered or information provided to the Company during the term of this Agreement.

5.The Company shall reimburse Consultant for all reasonable out-of-pocket expenses (transportation, hotels, meals and telecommunications) necessarily incurred by Consultant in connection with any trip made at the request of the Company and with its approval. Necessary expenses shall include reimbursement for coach class airfares and the cost of reasonable meals and accommodations. Invoices must include an itemized statement of expenses and be accompanied by documentation, such as receipts, vouchers and invoices, as is reasonably necessary to verify the amount, date and nature of each expense. Reimbursement shall be made by payment within 30 days after receipt of invoice rendered by the Consultant, subject to approval of the Company. All invoices submitted for payment shall be made in the name of Consultant. No other expenses shall be eligible for reimbursement unless the Company authorizes them in advance and an itemized statement of the expense is submitted to the Company along with the Consultant’s invoice. Any disbursement paid to a third party by the Consultant shall be authorized in advance by the Company and an itemized statement of the same shall be submitted to the Company with the Consultant’s invoice.

6.Notwithstanding any provision herein contained to the contrary, in the event the Company determines that the payment of a fee or the payment of any reimbursement as herein provided is contrary to law or governmental policy of the country or countries out of which the transaction arises, the Consultant hereby waives any right, title or interest to the fee or reimbursement to which the Consultant would otherwise be entitled. The Consultant hereby represents to the Company that (i) no part of any fee paid or reimbursement for any disbursement shall be paid, directly or indirectly, to or for the benefit of any employee, agent or representative of any government, governmental agency or commercial customer for an improper purpose or to obtain a benefit for the Company or any of its subsidiaries or affiliates, and (ii) this Agreement and its performance hereunder do not violate the laws or regulations of the United States, any state thereof, or any other country in which Consultant is performing services hereunder, including without limitation, laws and regulations pertaining to gratuities, conflicts of interest, post-government employment, or the disclosure of source selection or proprietary information.

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7.In the performance of the services described herein, the Consultant (a) shall be deemed to be and shall act strictly and exclusively as an independent contractor and shall not be considered under the provisions of this Agreement or otherwise as having an employee status with the Company, or as being eligible to participate in or receive any benefit under a benefit plan or program made available to employee of the Company; (b) is not granted and shall not exercise any authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the Company, or to bind the Company to any agreement , contract or arrangement of any nature, except as expressly provided herein; (c) shall comply with all applicable laws and regulations; (d) shall have sole responsibility for the payment of applicable taxes, all workers’ compensation and disability insurance, Social Security and other similar taxes levied with respect to any payment hereunder; (e) shall not contact U.S. Government personnel without the prior written consent of the Company; and (f) shall maintain all appropriate insurances in connection with Consultant’s obligations hereunder. Any payment for services made pursuant to this Agreement shall be reported on IRS Forms 1099. Nothing in this Agreement shall be construed as creating an employer-employee relationship, or as a guarantee of a future offer of employment.

Both parties acknowledge that Consultant is not an employee of the Company for state or federal tax purposes, that Consultant shall be responsible for all of Consultant’s own federal and state taxes, withholding social security, insurance, and other benefits. Without limiting the foregoing, neither Consultant, nor anyone acting on Consultant’s behalf, shall be eligible to participate in any of the Company’s employee benefit programs, including but not limited to, any bonus, pension, profit sharing, stock option, 401(k), health, sickness, dental, accident, life, disability, retirement, severance, vacation and other paid time off, tuition benefits, deferred compensation or insurance which the Company may maintain for the benefit of any of its employees, even if Consultant or such other person is determined to be a common law or statutory law employee of the Company. In addition, neither Consultant, nor anyone acting on Consultant’s behalf, shall be entitled to unemployment benefits in the event this Agreement terminates, or workers’ compensation benefits in the event Consultant or such person is injured in any manner while performing services hereunder, even if Consultant or such other person is determined to be a common law or statutory law employee of the Company.

Consultant agrees to comply with all applicable federal, state, local and foreign laws, rules, and regulations, including but not limited to laws, rules and regulations pertaining to fair and ethical business practices, insider trading, and avoiding harassment in the workplace.

8.While the Consultant is performing services for the Company pursuant to this Agreement, the Consultant shall not, without the prior written consent of the Company, enter into the employ of or perform services for any competitor of the Company or any of its affiliates to the extent such employment or the performance of such services would conflict with Consultant’s performance of services for the Company under this Agreement. The Company shall not unreasonably withhold such consent.

9.The terms and conditions of this Agreement and the services to be performed hereunder, as well as the information and knowledge divulged to Consultant or developed by Consultant during or in connection with the services hereunder (including any reports, analyses, working papers, memoranda,

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notebooks, data, computer programs and discs or other materials prepared by Consultant in the course of providing the services which are the subject of this Agreement), shall be treated by the Consultant as confidential information and shall not be disclosed to third parties or to the public without prior written approval of the Company.

10.Unless Consultant first secures the Company’s written consent, Consultant shall at no time, during or after his engagement by the Company, directly or indirectly, publish, use, or disclose, or authorize, advise, hire, counsel, or otherwise procure any other person or entity, directly or indirectly, to publish, disclose or use any trade secrets or other confidential information of the Company which Consultant acquired or became aware of during his engagement by the Company either for Consultant’s own benefit or for the benefit of any other person, whether or not developed by Consultant, except as required in the performance of Consultant’s services for the Company.

11.The Company does not desire to acquire any secret or confidential knowledge or information from Consultant that Consultant may have acquired from others. Accordingly, Consultant represents and warrants that any and all information, practices or techniques which Consultant shall describe, demonstrate, divulge or in any other manner make known to the Company during the performance of services hereunder may be divulged without any obligation to, or violation of, any rights of others. Consultant further represents and warrants that any and all practices or techniques which Consultant shall disclose and materials prepared by him may be freely used by the Company without violation of any law or payment of any royalty, except as Consultant shall specifically advise to the contrary in writing. Consultant shall exonerate, indemnify and hold harmless the Company from and against any and all liability, loss, cost, expense, damage, claims or demands for actual or alleged violation of the rights of others in any trade secret, know how or other confidential information which is based in whole or in part on the Company’s receipt or use of the services or information provided by the Consultant.

12.Consultant acknowledges and agrees that all records, reports, analyses, working papers, memoranda, notebooks, computer programs and discs or other materials prepared by Consultant in the course of performing services which are the subject of this Agreement and all records and copies of records relating to the Company’s operations, investigations and business (collectively referred to as “Proprietary Materials”), made or received by Consultant during the term of this Agreement are and shall be the Company’s property exclusively, and Consultant shall surrender the same, and all copies thereof, at the termination of this Agreement, if not before. Consultant may use Proprietary Materials only with the express written consent of the Company.

13.Consultant acknowledges and agrees that the exclusive ownership of, title to, interest in all works performed under this Agreement, and all ideas, designs, source code, information, know how, materials, products, substances, creations, deliverables and any other goods or services conceived, developed, prepared or provided as a result of Consultant’s services performed for the Company, both as individual items or a combination of components, (collectively, “Work Product”) shall vest in the Company. The Work Product shall be deemed to be works made for hire and made in the course of performing the services, regardless of the completion or acceptance of the services. To the extent that these rights may not, by operation of law, vest in the Company or Work Product may not be considered works made for hire, Consultant hereby irrevocably, perpetually and unconditionally

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assigns to the Company the ownership of, title to, interest in and all other rights to the Work Product. The Company shall have the right to obtain, hold, extend and renew in its own name, patents, copyrights, registrations and all other rights of every kind or nature in all media, now known or hereafter invented, and in all languages or formats, protocols or such other protections as may be appropriate to the subject matter.

14.Consultant shall exonerate, indemnify and hold harmless the Company, its directors, officers and employees, from and against any and all liability, losses, costs, expenses (including attorneys’ fees), damages, actions, claims or demands (including those based on the injury or death of any person or damage to property), directly or indirectly arising out of, or resulting from, or relating to any act or omission of Consultant or Consultant’s employees, officers, agents or subcontractors related to services performed for the Company hereunder.

15.Neither party shall assign any right in or obligation arising under this Agreement without the other party’s written consent, and any such assignment shall be void. This Agreement shall be binding on and inure to the benefit of each party’s heirs, executors, legal representatives, successors and permitted assigns.

16.This Agreement shall be effective as of the date first set forth above and shall terminate on March 31, 2012, subject to the right of either party to terminate this Agreement for any reason at any time upon not less than 10 days’ prior written notice to the other party. Termination of this Agreement shall not affect Consultant’s obligations under Paragraphs 6, 7, 9, 10, 11, 12, 13, 14 and 15. In the event of termination, the Company shall not be liable to Consultant for compensation or damages of any kind whatsoever, including direct, incidental or consequential damages, incurred as a result of such termination, other than compensation payable pursuant to Paragraph 4(a) hereof for services performed prior to termination and reimbursement for expenses properly incurred prior to termination pursuant to Paragraph 5 hereof.

17.Notices or communications hereunder shall be writing, addressed as follows:

If to the Company:	Armored AutoGroup Inc.
	39 Old Ridgebury Road
	Danbury, CT 06810
	Fax No.: (203) 797-9103
	Attention: Andrew Bolt
With a copy to:	Corporate Secretary
	Armored AutoGroup Inc.
	39 Old Ridgebury Road
	Danbury, CT 06810
	Fax No.: (203) 797-9103
If to Consultant:	Dan Steimle
	Fax No.:

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Any such notice shall be deemed to be given as of the date it is personally delivered, the next business day after the date faxed (upon confirmation of receipt of transmission), or five days after the date mailed in the manner specified.

18.If Consultant is supplied with a copy of the Company’s Code of Business Conduct (the “Code”), Consultant shall, upon request, certify that Consultant has reviewed and understands the Code and shall fully comply with its terms and take all necessary steps to assist the Company in complying with it.

19.Without prejudice to the rights and remedies otherwise available to the Company hereunder, the Company shall be entitled to equitable relief by way of injunction or otherwise if Consultant breaches or threatens to breach any of the provisions of this Agreement.

20.The waiver by the Company of any nonperformance or breach by Consultant of any provisions of this Agreement must be in writing and shall not be construed as waiving any such provision in the future. No delay or failure by the Company in enforcing or exercising any right hereunder and no partial or single exercise thereof, shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.

21.This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Connecticut, disregarding any conflict-of-laws rules that may direct the application of the laws of another jurisdiction. Both parties unconditionally and irrevocably agree to submit to jurisdiction of the Connecticut courts for the purpose of resolution of any claim, controversy or dispute arising from or relating to this Agreement.

22.This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and writings with respect thereto. No modification or alteration of this Agreement shall be effective unless made in writing and signed by both Consultant and the Company. If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions of this agreement shall remain in full force and effect and the invalid or unenforceable provision shall be interpreted, and, if necessary, reformed by the parties in a manner to reflect as closely as possible the intentions of the parties when entering into this agreement and be valid and enforceable.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first day above written.

By:	/s/ Dan Steimle
	Dan Steimle
ARMORED AUTOGROUP INC.
By:	/s/ J. Andrew Bolt
Name:	J. Andrew Bolt
Title:	EVP, CFO

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EXHIBIT A

CONSULTING AGREEMENT BETWEEN
ARMORED AUTOGROUP INC.
AND
DAN STEIMLE

CONSULTANT STATEMENT OF WORK

Assistance to Andrew Bolt, Chief Financial Officer, on the following Projects/Initiatives:

·SAP Implementation

·S-4 Registration (consistency with historical information)

·Conclusion of financial settlements with Clorox under Purchase and Sale Agreement and Transition Services Agreement

·2011 Audit Support

Other general assistance as reasonably requested by the Company during the term of the Consulting Agreement.

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EX-10.7

Exhibit 10.7

Viking Parent Inc.
2010 Equity Incentive Plan

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

THIS AGREEMENT (the “Award Agreement”) is made effective as of                                    (the “Date of Grant”), between Armored AutoGroup Parent Inc., a Delaware corporation (the “Company”), and                              (the “Participant”):

R E C I T A L S:

WHEREAS, the Company has adopted the Viking Parent Inc. 2010 Equity Incentive Plan (as amended, the “Plan”), which Plan is incorporated herein by reference and made a part of this Award Agreement.  Capitalized terms not otherwise defined herein (including in Section 10) shall have the same meanings as in the Plan; and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the option provided for herein to the Participant pursuant to the Plan and the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1.             Grant of the Option.  The Company hereby grants to the Participant the right and option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of                      Shares, subject to adjustment as set forth in the Plan.  One-third (1/3) of the Shares subject to the Option (i.e.,                      Shares) shall vest based upon the passage of time as set forth herein (the “Time Award”), and two-thirds (2/3) of the Shares subject to the Option (i.e.,                    Shares) shall vest based upon achievement of specified performance goals as set forth herein (the “Performance Award”).  The Option is intended to be a nonqualified stock option.

2.             Option Price.  The purchase price of the Shares subject to the Option shall be $             per Share (the “Option Price”), subject to adjustment as set forth in the Plan.

3.             Vesting.  Subject to the Participant’s continued Service on each vesting date:

(a)           Time Award.  The Time Award shall vest in equal installments on each of the first, second, third, fourth and fifth anniversaries of the Date of Grant, such that twenty percent (20%) of the Shares subject to such Time Award shall vest on each such anniversary.

(b)           Accelerated Vesting Upon Change of Control.  The Time Award shall, to the extent not then vested, become immediately fully vested upon the occurrence of a Change in Control (so long as the Participant remains in Service on the applicable Change of Control Date).

(c)           Performance Award.  The Performance Award shall vest as follows: (i) fifty percent (50%) of the Performance Award shall vest upon the earlier to occur of a Measurement Date on which the Committee determines in good faith that (x) the Sponsor Inflows through such date are at least two (2.0) times the Sponsor Outflows through such Measurement Date or (y) the Sponsor Inflows through such date are sufficient to generate a seventeen percent (17%) Sponsor IRR on such date and (ii) one hundred percent (100%) of the Performance Award shall vest upon the earlier to occur of a Measurement Date on which the Committee determines in good faith that (x) the Sponsor Inflows through such date are

at least two and a half (2.5) times the Sponsor Outflows through such Measurement Date or (y) the Sponsor Inflows through such date are sufficient to generate a twenty two percent (22%) Sponsor IRR on such date.  There shall be no proportionate or partial vesting in the periods prior to the full achievement of the specified performance goals set forth above and all vesting shall occur only on the date such performance goals have been satisfied, as determined by the Committee, in its sole discretion, subject to the Participant’s continued Service on each applicable vesting date; provided, however, in the event that any of the foregoing performance targets are achieved but, after giving effect to the vesting, exercise or settlement of any outstanding equity awards on or immediately prior to the applicable Measurement Date, the Sponsor Inflows or Sponsor IRR, as applicable, would be less than the applicable target level, the Performance Award shall only vest to the extent the applicable performance target would otherwise be achieved after giving effect to the vesting, exercise or settlement of any outstanding equity awards on or immediately prior to the applicable Measurement Date.  For the avoidance of doubt, all Awards granted under the Plan shall be treated substantially similar for purposes of the immediately preceding proviso.

(d)           Vested Portion.  At any time, the portion of the Option which has become vested as described in this Section 3 is hereinafter referred to as the “Vested Portion”.  The Vested Portion of the Option shall remain exercisable for the period set forth in Section 4(a).

(e)           Termination of Service.

(i)            Notwithstanding anything set forth herein to the contrary, if the Participant’s Service is terminated by the Company for Cause or by the Participant without Good Reason (other than as a result of the Participant’s death or Permanent Disability), in each case, within the two (2) year period following the Date of Grant, then (i) the Option (including any Vested Portion) shall be canceled and forfeited on the date of such termination of Service and (ii) the Company shall have the right to repurchase, pursuant to Article VI of the Stockholders Agreement, any Shares acquired upon exercise of this Option at the lower of the Fair Market Value of such Shares and the per Share Option Price paid by the Participant for such Shares.

(ii)           Notwithstanding anything set forth herein to the contrary, if the Participant’s Service is terminated by the Company without Cause, by the Participant for Good Reason or due to the Participant’s death or Permanent Disability, in each case, within the two (2) year period following the Date of Grant, then (A) an aggregate of forty percent (40%) of the Time Award (i.e., taking into account any portion of the Time Award that had previously vested) shall immediately become vested as of the date of such termination of Service and the remaining portion of the Time Award shall be canceled and forfeited and (B) any Vested Portion of the Performance Award shall remain exercisable for the period set forth in Section 4(a) and the remaining portion of the Performance Award shall be canceled and forfeited as of the date of such termination of Service.

(iii)          Except as otherwise provided in Sections 3(e)(i) or 3(e)(ii), if the Participant’s Service is terminated for any reason, the Option shall, to the extent not then vested, be cancelled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 4(a), and shall thereafter be deemed terminated and forfeited without consideration in all respects.

4.             Exercise of Option.

(a)           Period of Exercise.  Subject to the provisions of the Plan and this Award Agreement, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of:

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(i)            the tenth (10th) anniversary of the Date of Grant;

(ii)           the date that is sixty (60) days following termination of the Participant’s Service for any reason other than death, Permanent Disability or Cause;

(iii)          the date that is one hundred eighty (180) days following termination of the Participant’s Service due to Permanent Disability;

(iv)          the date that is one (1) year following termination of the Participant’s Service due to death; and

(v)           the date of termination of the Participant’s Service by the Company for Cause.

(b)           Method of Exercise.

(i)            Subject to Section 4(a), the Vested Portion of the Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only.  Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price and taxes required to be withheld.  In the event the Option is being exercised by the Participant’s representative, the notice shall be accompanied by proof (satisfactory to the Committee) of the representative’s right to exercise the Option.  Notwithstanding anything to the contrary in the Plan, the payment of the Option Price may be made at the election of the Participant (A) in cash or its equivalent (e.g., by cashiers or certified check), or (B) following an Initial Public Offering, and subject to any other requirement or restriction in this Award Agreement or the Stockholders Agreement, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased.  The Committee may prescribe or permit, in its sole discretion, any other method of payment that it determines to be consistent with applicable law.  Neither the Participant nor the Participant’s representative shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.

(ii)           Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, the Option may not be exercised prior to (A) the Participant’s execution of a joinder to the Stockholders Agreement and such other agreement as the Committee may request, in each case in form and substance satisfactory to the Committee, (B) the Participant making or entering into any such written representations, warranties and agreements as the Committee may request in order to comply with applicable securities laws, with this Award Agreement or otherwise, and (C) the completion of any registration or qualification of the Option or the Shares under applicable securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable.

(iii)          Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares.  However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

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(iv)          In the event of the Participant’s death, the Vested Portion of the Option shall remain exercisable during the period set forth in Section 4(a) by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be.  Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.

(v)           The Participant understands that the Stockholders Agreement contains significant restrictions on the transfer of the Shares purchased upon exercise of the Option and contains repurchase rights for such Shares in favor of the Company or its designee upon the Participant’s termination of Service.

5.             No Right to Continued Service.  The granting of the Option evidenced by this Award Agreement shall impose no obligation on the Company or any Affiliate to continue the Service of the Participant and shall not lessen or affect any right that the Company or any of its Affiliates may have to terminate the Service of the Participant.

6.             Securities Laws/Legend on Certificates.  The issuance and delivery of Shares shall comply with all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.  The Company shall not be obligated to file any registration statement under any applicable securities laws to permit the purchase or issuance of any Shares under the Plan or Awards, and accordingly any certificates for Shares or documents granting Awards may have an appropriate legend or statement of applicable restrictions endorsed thereon.  If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant by or to whom such security would be purchased or issued shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably requires.

7.             Transferability.  The Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any of its Affiliates; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.  No such permitted transfer of the Option to heirs or legatees of the Participant shall be effective to bind the Company unless the Committee or the Board shall have been furnished with written notice thereof and a copy of such evidence as the Committee or the Board may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.  During the Participant’s lifetime, the Option is exercisable only by the Participant.

8.             Adjustment of Option.  Any adjustments to the Option (or any of the Shares underlying the Option) shall be made in accordance with the terms of the Plan.

9.             Non-Competition and Confidentiality.  In consideration of the Option granted herein, the Participant agrees to be bound by the non-competition and confidentiality provisions set forth on Schedule A, which is incorporated herein and made a part hereof.

10.           Definitions.  For purposes of this Award Agreement:

“Measurement Date” means each date occurring on or after the first Sell Down Date to occur after the Effective Date on which a Sponsor Inflow occurs.  For the sake of clarity, the first Measurement Date shall be the date on which the Sell Down Date occurs after the Effective Date.

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“Sales Costs” means any costs or expenses (including legal or other advisor costs and expenses), fees (including investment banking fees), commissions or discounts payable directly by Sponsor or any of its Affiliates in connection with, arising out of or relating to any sale or other disposition of equity security interests in the Company (including in connection with the negotiation, preparation and execution of any transaction documentation with respect to such sale or other disposition).

“Sell Down Date” means the first date on which the Sponsor and its Affiliates collectively own no more than 20% of the number of Shares they own immediately after the Effective Date (determined after making any equitable adjustments for changes in the Common Stock due to splits, consolidations, reorganizations, mergers or similar events).

“Sponsor Inflows” means, without duplication, as of any Measurement Date, all cash (including cash dividends, cash distributions and cash proceeds, but excluding management fees, transaction related fees, Sales Costs and expense reimbursements) received (on a cumulative basis) by the Sponsor, net of Sales Costs, with respect to or in exchange for equity securities (including securities which are convertible into equity securities) of the Company (whether such payments are received from the Company or any third party) from the Effective Date through such Measurement Date.  For the sake of clarity, Sponsor Inflows shall be determined after giving effect to Awards exercised, settled, or vested in connection with the applicable event triggering the Measurement Date.

“Sponsor IRR” means, as of any Measurement Date, the annual interest rate (compounded annually) which, when used to calculate the net present value as of the Effective Date of all Sponsor Inflows and the net present value as of the Effective Date of all Sponsor Outflows, causes the difference between such net present value amounts to equal zero.  For purposes of the Sponsor IRR calculation, each Sponsor Inflow and each Sponsor Outflow shall be deemed to have been received or made on the last day of the calendar month in which such Sponsor Inflow or Sponsor Outflow is received or made. The Sponsor IRR shall be determined in good faith by the Committee.

“Sponsor Outflows” means, without duplication, as of any Measurement Date, all payments made by the Sponsor (on a cumulative basis) with respect to, or in exchange for, equity securities (including securities which are convertible into equity securities) of the Company (whether such payments are made to the Company or any third party) from the Effective Date until such Measurement Date.

11.           Notices. Any notification required by the terms of this Award Agreement shall be given in writing and shall be delivered in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission or other electronic transmission.  A notice to the Company shall be addressed to the Company and delivered to its principal executive office.  A notice to the Participant shall be delivered to the address, fax number or e-mail address that he or she most recently provided to the Company, or at such other address, fax number or e-mail address that he or she may hereafter specify. All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m., New York, New York time, in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.  Any notice, request or other written communication sent by facsimile transmission or electronic transmission shall be confirmed by certified or registered mail, return receipt requested, posted within one business day, or by personal delivery, whether by courier or otherwise, made within two business days after the date of such facsimile transmissions; provided that such confirmation mailing or delivery shall not affect the date of receipt, which will be the date that the facsimile successfully transmitted the notice, request or other communication.

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12.           Entire Agreement.  This Award Agreement (including any schedules attached hereto) and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof.  They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

13.           Waiver.  No waiver of any breach or condition of this Award Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

14.           Successors and Assigns.  The provisions of this Award Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the Participant’s estate, whether or not any such person shall have become a party to this Award Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

15.           Choice of Law; Jurisdiction; Waiver of Jury Trial.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.

SUBJECT TO THE TERMS OF THIS AGREEMENT, THE PARTIES AGREE THAT ANY AND ALL ACTIONS ARISING UNDER OR IN RESPECT OF THIS AGREEMENT SHALL BE LITIGATED IN THE FEDERAL OR STATE COURTS IN DELAWARE.  BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR ITSELF, HIMSELF, OR HERSELF AND IN RESPECT OF ITS, HIS OR HER PROPERTY WITH RESPECT TO SUCH ACTION.  EACH PARTY AGREES THAT VENUE WOULD BE PROPER IN ANY OF SUCH COURTS, AND HEREBY WAIVES ANY OBJECTION THAT ANY SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16.           Option Subject to Plan.  By entering into this Award Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan.  The Option is subject to the Plan.  The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference.  In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

17.           Amendment.  The Committee may amend or alter this Award Agreement and the Option granted hereunder at any time; provided that, subject to Articles 7, 8, and 9 of the Plan, no such amendment or alteration shall be made without the consent of the Participant if such action would materially diminish any of the rights of the Participant under this Award Agreement or with respect to the Option.

18.           Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

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19.           Signature in Counterparts.  This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

*                          *                          *

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IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement.

ARMORED AUTOGROUP PARENT INC.
By
	Name:
	Title

Agreed and acknowledged as
of the date first above written:

Name:

[SIGNATURE PAGE TO NONQUALIFIED STOCK OPTION AWARD AGREEMENT]

SCHEDULE A

1.1           Capitalized Terms.  Capitalized terms used in this Schedule A without definition shall have the meaning ascribed to such terms in the Plan or the Award Agreement to which this Schedule A relates.

1.2           Non-Compete Undertakings.

(a)           Except as provided below, the Participant, for so long as he/she is providing Services to the Company or any of its Subsidiaries, and for the Non-Competition Period, the Participant shall not, without the express written consent of the Company, directly or indirectly, engage in any activity with, or participate or invest in or assist (whether as owner, part-owner, stockholder, partner, director, officer, trustee, employee, agent, independent contractor or consultant, or in any other capacity) any Company Competitor (as defined in the Stockholders Agreement).

(b)           The Participant agrees that for so long as he/she is employed by the Company or any of its Subsidiaries, and for the Non-Competition Period, the Participant shall not, directly or indirectly, (i) solicit for employment or employ any person who is employed by the Company, (ii) encourage any officer, employee, client, customer or supplier to terminate or alter his, her, or its relationship or employment with the Company or any of its Subsidiaries, or (iii) solicit for or on behalf of any Company Competitor any client, customer or supplier of the Company or any of its Subsidiaries, or divert to any Person any client or business opportunity of the Company or any of its Subsidiaries.

(c)           The term “Non-Competition Period” shall mean the period commencing on the last day of the Participant’s Service relationship with the Company or any of its Subsidiaries and ending on the first anniversary of the last day of such Participant’s Service relationship with the Company or any of its Subsidiaries.  In the event of any violation of the provisions of this Section 1.2 of this Schedule A, the Participant acknowledges and agrees that the Non-Competition Period shall be extended by a period of time equal to the period of such violation (it being the intention of the parties hereto that the running of the Non-Competition Period shall be tolled during any period of such violation).

(d)           In furtherance and not in limitation of the foregoing restrictions, during the Participant’s Service relationship with the Company or any of its Subsidiaries and for the Non-Competition Period, subject to the Participant’s duties to the Company or its Subsidiaries, the Participant shall not devote any time to consulting, lecturing or engaging in other self-employment or employment activities without the prior written consent of the Company.

1.3           Business Opportunities.  The Participant, while he/she is providing Services to the Company and its Subsidiaries, agrees to offer or otherwise make known or available to the Company or any Subsidiary, as directed by the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he/she may discover, find, develop or otherwise have available to him/her in any field in which the Company or any of its Subsidiaries is engaged, and further agrees that any such prospects, contracts or other business opportunities shall be the property of the Company.

1.4           Confidentiality.  The Participant acknowledges that he/she has and will necessarily become informed of, and have access to, certain valuable and confidential information of the Company, Sponsor and their respective Affiliates, including, without limitation, trade secrets, technical information, plans, lists of patients, data, records, fee schedules, computer programs, manuals, processes, methods, intangible rights, contracts, agreements, licenses, personnel information and the identity of customers (collectively, the “Confidential Information”), and that the Confidential Information, even though it maybe contributed, developed or acquired in whole or in part by the Participant is the Company’s exclusive property to be held by the Participant in trust and solely for the Company’s benefit.  Accordingly, except as required

by law, the Participant shall not, at any time, either during or subsequent to his/her Service, as applicable, use, reveal, report, publish, copy, transcribe, transfer or otherwise disclose to any person, corporation or other entity, any of the Confidential Information without the prior written consent of the Company, except to responsible officers and employees of the Company and its Subsidiaries and other responsible persons who are in a contractual or fiduciary relationship with the Company or one of its Subsidiaries and except for information which legally and legitimately is or becomes of general public knowledge from authorized sources other than the Participant.  Upon the termination of his/her employment, the Participant shall promptly deliver to the Company all property and possessions of the Company and its Subsidiaries, including all drawings, manuals, letters, notes, notebooks, reports, copies, deliverable Confidential Information and all other materials relating to the Company and any of its Subsidiaries’ business which are in the Participant’s possession or control.

1.5           Enforcement.

(a)           If, at the time of enforcement of the provisions of this Schedule A, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable under circumstances then existing, the Participant and the Company agree that it is the intention of the parties that such provision should be enforceable to the maximum extent permissible under applicable law.  To the extent that any provision of this Schedule A or portion hereof shall be invalid or unenforceable, it shall be considered deleted herefrom and the remainder of such provision and of this Schedule A shall be unaffected and shall continue in full force and effect.

(b)           The Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Schedule A would be inadequate and, in recognition of this fact, the Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages or the posting of a bond or other security.

(c)           In signing the Award Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all of the terms and conditions of this Schedule A and the restraints imposed on the Participant’s conduct hereunder.  The Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant from obtaining other suitable employment during the period in which the Participant is bound by the restraints.  The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates and that the Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force.  The Participant further covenants that the Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in this Schedule A.  It is also agreed that each of the Company’s Affiliates will have the right to enforce all of the Participant’s obligations to that Affiliate under this Schedule A.

(d)           The obligations contained in this Schedule A shall survive the termination of the Participant’s Service relationship with the Company and its Subsidiaries and shall be fully enforceable thereafter.

EX-10.8

Exhibit 10.8

Viking Parent Inc.
2010 Equity Incentive Plan

Article 1.Establishment & Purpose

1.1Establishment.  Viking Parent Inc., a Delaware corporation (hereinafter referred to as the “Company”), establishes the 2010 Equity Incentive Plan (hereinafter referred to as the “Plan”) as set forth in this document.

1.2Purpose of the Plan.  The purpose of this Plan is to attract, retain and motivate officers and employees of, consultants to, and non-employee directors providing services to the Company and its Subsidiaries and Affiliates, and to promote the success of the Company’s business by providing them with appropriate incentives and rewards either through a proprietary interest in the long-term success of the Company or compensation based on fulfilling their performance goals.

Article 2.Definitions

Whenever capitalized in the Plan, the following terms shall have the meanings set forth below.

2.1“Affiliate” means any entity that, either directly or indirectly, is in common control with, is controlled by, or controls, any Person or, including in respect of the Company, any entity that the Company has a substantial direct or indirect equity interest, as determined by the Board.

2.2“Award” means any Option, Stock Appreciation Right, Restricted Stock, Dividend Equivalent or Other Stock-Based Award that is granted under the Plan.

2.3“Award Agreement” means either (a) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written statement issued by the Company to a Participant describing the terms and provisions of the actual grant of such Award.

2.4“Board” means the Board of Directors of the Company.

2.5“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by applicable law to close.

2.6“Cause” means, except as otherwise defined in an Award Agreement, the following: (a) in the case where there is no employment agreement, consulting agreement, or similar agreement in effect between the Company or any of its Affiliates and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import)), termination due to (i) the Participant’s breach of any fiduciary duty or legal or contractual obligation to the Company or any of its Affiliates, or to the Company’s direct or indirect equity holders, (ii) the Participant’s failure to follow the reasonable instructions of the Board or such Participant’s direct supervisor, which breach, if curable, is not cured within ten (10) Business Days after notice to such

Participant or, if cured, recurs within one-hundred and eighty (180) days, (iii) the Participant’s gross negligence, willful misconduct, fraud, material violation of a material Company policy, insubordination, acts of dishonesty or conflict of interest relating to the Company or any of its Affiliates, or (iv) the Participant’s commission of any misdemeanor relating to the affairs of the Company or any of its Affiliates or any felony; or (b) in the case where there is an employment agreement, consulting agreement, or similar agreement in effect between the Company or any of its Affiliates and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies upon the occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter.  With respect to a Participant’s termination of directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law.

2.7“Change of Control” means, except as otherwise defined in an Award Agreement, (a) any transaction or series of related transactions, whether or not the Company is a party thereto, in which, after giving effect to such transaction or transactions, the Equity Securities (as such term is defined in the Stockholders Agreement) representing in excess of seventy percent (70%) of the voting power of the Company are owned directly, or indirectly through one or more entities, by any “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act) of persons, other than the Sponsor, an Affiliate of the Sponsor and/or their Permitted Transferees (as such term is defined in the Stockholders Agreement), or (b) a sale, lease or other disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including securities of the Company’s directly or indirectly owned Subsidiaries to a Person or group, other than the Sponsor, any Affiliate of the Sponsor or any of their Permitted Transferees).

Notwithstanding anything to the contrary herein, and solely for the purpose of determining the timing of payment or timing of distribution of any compensation or benefit that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, a Change of Control shall not be deemed to occur under the Plan unless the Change of Control also constitutes a “change in the ownership” of the Company, a “change in effective control” of the Company, or a “change in the ownership of a substantial portion of the assets” of the Company under Treasury Regulations § 1.409A-3(i)(5), or any successor provision.

2.8“Change of Control Date” means the date of consummation of a Change of Control.

2.9“Common Stock” means the Company’s authorized shares of common stock, par value $0.01, and any stock into which such common stock may hereafter be converted, changed or reclassified.

2.10“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

2.11“Committee” means the Board, or any committee designated by the Board to administer this Plan.

2.12“Consultant” means any person (other than an Employee or a Director) who is engaged by the Company, a Subsidiary or any of their Affiliates to render consulting or advisory services to the Company or such Subsidiary or Affiliate.

2.13“Director” means a member of the Board who is not an Employee.

2.14“Dividend Equivalent” means any right to a dividend equivalent granted from time to time under Article 6 of the Plan.

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2.15“Effective Date” means the date set forth in Section 14.16.

2.16“Employee” means an officer or other employee of the Company, its Subsidiaries or any of their Affiliates, including a member of the Board who is such an employee.

2.17“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

2.18“Fair Market Value” means, as of any date of determination, (a) in the event that the Shares are listed on an established U.S. national securities exchange or any established over-the-counter trading system, the average of the closing prices of such Shares on such exchange if listed or, if not so listed, the average bid and asked price of such Shares reported on any established over-the-counter trading system on which prices for such Shares are quoted, in each case, for a period of twenty (20) trading days prior to such date of determination; or (b) in the event that the Shares are not listed on an established U.S. exchange or any established over-the-counter trading system, the fair market value of such Shares as determined by the Board in good faith.

2.19“Good Reason” means, except as otherwise defined in an Award Agreement, the following: (a) in the case where there is no employment agreement, consulting agreement, or similar agreement in effect between the Company or any of its Affiliates and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “good reason” (or words or a concept of like import)), a voluntary termination due to a material reduction in the Participant’s base salary or target bonus opportunity or due to any other good reason as the Committee, in its sole discretion, decides to treat as a Good Reason termination (provided that in order to invoke a termination for Good Reason, (A) the Participant must provide written notice within thirty (30) days of the occurrence of any event of “Good Reason,” (B) the Company must fail to cure such event within thirty (30) days of the giving of such notice, and (C) the Participant must terminate employment within ten (10) days following the expiration of the Company’s cure period); or (b) in the case where there is an employment agreement, consulting agreement or similar agreement in effect between the Company or any of its Affiliates and the Participant at the time of the grant of the Award that defines “good reason” (or words or a concept of like import), a voluntary termination due to good reason (or words or a concept of like import), as defined in such agreement at the time of the grant of the Award, and, for purposes of the Plan, as determined by the Committee in its sole discretion; provided, however, that with regard to any agreement under which the definition of “good reason” only applies upon the occurrence of a change in control, such definition of “good reason” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter.

2.20“Incentive Stock Option” means an Option intended to meet the requirements of an incentive stock option as defined in Section 422 of the Code and designated as an Incentive Stock Option.

2.21“Initial Public Offering” means an initial public offering, after the Effective Date, of the Shares pursuant to an offering registered under the Securities Act, other than any such offerings which are registered on Forms S-4 or S-8 under the Securities Act.

2.22“Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.

2.23“Option” means any stock option granted from time to time under Article 6 of the Plan.

2.24“Option Price” means the purchase price per Share subject to an Option, as determined pursuant to Section 6.2 of the Plan.

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2.25“Other Stock-Based Award” means any right granted under Article 10 of the Plan.

2.26“Participant” means any eligible person as set forth in Section 4.1 to whom an Award is granted.

2.27“Permanent Disability” means the Participant’s absence from the full-time performance of the Participant’s duties with the Company for one hundred and eighty (180) consecutive calendar days as a result of incapacity due to mental or physical illness, which is determined to be total and permanent by the Board, in its sole discretion.

2.28“Restricted Stock” means any Award granted under Article 8.

2.29“Restriction Period” means the period during which Restricted Stock awarded under Article 8 of the Plan is subject to forfeiture.

2.30“Securities Act” means the Securities Act of 1933, as amended from time to time.

2.31“Service” means service as an Employee, Director or Consultant.

2.32“Share” means a share of Common Stock.

2.33“Sponsor” means, collectively, Avista Capital Partner II. L.P., Avista Capital Partners (Offshore) II, L.P., and Avista Capital Partners (Offshore) II-A, L.P.

2.34“Stock Appreciation Right” means any right granted under Article 7.

2.35“Stockholders Agreement” means the Stockholders Agreement, dated on or about the date hereof, among the Company and certain stockholders of the Company, as the same may be amended, supplemented or modified from time to time.

2.36“Subsidiary” means any company (other than the Company) in an unbroken chain of companies beginning with the Company (or any parent of the Company) if each of the companies, other than the last company in each unbroken chain owns equity interests representing fifty percent (50%) or more of the total combined voting power of all classes of equity interests in one of the other companies in such chain.

2.37“Ten Percent Stockholder” means a person who on any given date owns, either directly or indirectly (taking into account the attribution rules contained in Section 424(d) of the Code), stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a Subsidiary or Affiliate.

Article 3.Administration

3.1Authority of the Committee.  The Plan shall be administered by the Committee, which shall have full power to interpret and administer the Plan and full authority to select the Directors, Employees and Consultants to whom Awards will be granted and determine the type and amount of Awards to be granted to each such Director, Employee or Consultant, the terms and conditions of Awards granted under the Plan and the terms and conditions of Award Agreements to be entered into with Participants.  Without limiting the generality of the foregoing, the Committee may, in its sole discretion, interpret, clarify, construe or resolve any ambiguity in, or interpret any provision of, any provision of the Plan or any Award Agreement, accelerate or waive vesting of Awards and exercisability of Awards,

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extend the term or period of exercisability of any Awards, modify the purchase price under any Award, or waive any terms or conditions applicable to any Award; provided that no action taken by the Committee shall adversely affect in any material respect the rights granted to any Participant under any outstanding Awards without the Participant’s written consent (other than pursuant to Article 11 or Article 12 hereof).  Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or any of its Affiliates or a company acquired by the Company or with which the Company combines.  The Committee shall have full and exclusive discretionary power to adopt rules, forms, instruments, and guidelines for administering the Plan as the Committee deems necessary or proper.  All actions taken and all interpretations and determinations made by the Committee or by the Board (or any other committee or sub-committee thereof), as applicable, shall be final and binding upon the Participants, the Company, and all other interested persons.

3.2Delegation.  The Committee may delegate to one or more of its members, one or more officers of the Company or any of its Subsidiaries, and one or more agents or advisors such administrative duties or powers as it may deem advisable.

Article 4.Eligibility and Participation

4.1Eligibility.  Participants will consist of such Employees, Consultants, and Directors as the Committee in its sole discretion determines and whom the Committee may designate from time to time to receive Awards under the Plan.  Designation of a Participant in any year shall not require the Committee to designate such person to receive an Award in any other year or, once designated, to receive the same type or amount of Award as granted to the Participant in any other year.

4.2Types of Award.  Awards under the Plan may be granted in any one or a combination of :  (a) Options, (b) Stock Appreciation Rights, (c) Restricted Stock, (d) Dividend Equivalents and (e) Other Stock-Based Awards.  Awards granted under the Plan shall be evidenced by Award Agreements (which need not be identical) that provide additional terms and conditions associated with such Awards, as determined by the Committee in its sole discretion; provided, however, that in the event of any conflict between the provisions of the Plan and any such Award Agreement, the provisions of the Plan shall prevail.

Article 5.Shares Subject to the Plan and Maximum Awards

5.1Number of Shares Available for Awards.

(a)Common Stock.  Subject to adjustment as provided in this Article 5 and Article 12, the maximum number of Shares available for issuance to Participants pursuant to Awards under this Plan shall be 26,500,000 Shares (the “Plan Limit”).  The number of Shares available for granting Incentive Stock Options under the Plan shall not exceed the Plan Limit, subject to Article 12 hereof and the provisions of Sections 422 and 424 of the Code and any successor provisions.

(b)Issuance of Shares.  The Shares available for issuance under this Plan may consist of either authorized and unissued Shares or treasury Shares.  The number of Shares remaining available for issuance will be reduced by the number of Shares subject to outstanding Awards and, for Awards that are not denominated by Shares, by the number of Shares actually delivered upon settlement or payment of the Award.  Any Shares delivered to the Company (or withheld by the Company) as part or full payment for the purchase price of an Award granted

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under this Plan or, to the extent the Committee determines that the availability of Incentive Stock Options under the Plan will not be compromised, any Shares tendered by a Participant or withheld by the Company to satisfy the Participant’s tax withholding obligations in connection with the exercise or settlement of an Award, in each case, shall be added back to the Plan Limit and again be available for Awards under this Plan.

(c)Additional Shares.  In the event that any outstanding Award expires, is forfeited, cancelled or otherwise terminated without consideration (i.e., Shares or cash), the Shares subject to such Award, to the extent of any such forfeiture, cancellation, expiration or termination, shall again be available for Awards under this Plan.  If the Committee authorizes the assumption under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, of awards granted under another plan, such assumption shall not reduce the maximum number of Shares available for issuance under this Plan.  Notwithstanding anything herein to the contrary, Shares repurchased by the Company (whether at Fair Market Value or cost) pursuant to the terms of the Stockholders Agreement shall, in no case, be added back to the Plan Limit or be available for Awards under this Plan.

Article 6.Stock Options

6.1Grant of Options.  The Committee is hereby authorized to grant Options to Participants.  Each Option shall permit a Participant to purchase from the Company a stated number of Shares at an Option Price established by the Committee, subject to the terms and conditions described in this Article 6 and to such additional terms and conditions, as established by the Committee, in its sole discretion, that are consistent with the provisions of the Plan.  Options shall be designated as either Incentive Stock Options or Nonqualified Stock Options, provided that Options granted to Directors and Consultants shall be Nonqualified Stock Options.  An Option granted as an Incentive Stock Option shall, to the extent it fails to qualify as an Incentive Stock Option, be treated as a Nonqualified Stock Option.  Neither the Committee nor the Company or any of its Affiliates shall be liable to any Participant or to any other person if it is determined that an Option intended to be an Incentive Stock Option does not qualify as an Incentive Stock Option.  Options shall be evidenced by Award Agreements which shall state the number of Shares covered by such Option.  Such agreements shall conform to the requirements of the Plan, and may contain such other provisions, as the Committee shall deem advisable.

6.2Terms of Option Grant.  The Option Price shall be determined by the Committee at the time of grant, but shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant.  In the case of any Incentive Stock Option granted to a Ten Percent Stockholder, the Option Price shall not be less than one hundred and ten percent (110%) of the Fair Market Value of a Share on the date of grant.

6.3Option Term.  The term of each Option shall be determined by the Committee at the time of grant and shall be stated in the Award Agreement, but in no event shall such term be greater than ten (10) years (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, five (5) years).

6.4Time of Exercise.  Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.

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6.5Method of Exercise.  Except as otherwise provided in the Plan or in an Award Agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable.  For purposes of this Article 6, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company for the applicable Option Price and all applicable taxes required to be withheld in connection with such exercise.  Subject to the terms of an Award Agreement, the aggregate Option Price for the Shares as to which an Option is exercised and the applicable taxes required to be withheld or taxed shall be paid to the Company in full at the time of exercise at the election of the Participant (i) in cash or its equivalent (e.g., by cashier’s check), or (ii) following an Initial Public Offering, subject to such requirements as may be imposed by the Committee and subject to any other requirement or restriction in any Award Agreement or the Stockholders Agreement, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased.  The Committee may prescribe or permit, in its sole discretion, any other method of payment that it determines to be consistent with applicable law.

6.6Limitations on Incentive Stock Options.  Incentive Stock Options may be granted only to employees of the Company or of a “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) at the date of grant.  The aggregate Fair Market Value (generally determined as of the time the Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all plans of the Company and of any parent corporation or subsidiary corporation) shall not exceed one hundred thousand dollars ($100,000), or the Option shall be treated as a Nonqualified Stock Option to the extent exceeding such amount.  For purposes of the preceding sentence, Incentive Stock Options will be taken into account generally in the order in which they are granted.  Each provision of the Plan and each Award Agreement relating to an Incentive Stock Option shall be construed so that each Incentive Stock Option shall be an incentive stock option as defined in Section 422 of the Code, and any provisions of the Award Agreement thereof that cannot be so construed shall be disregarded.

Article 7.Stock Appreciation Rights

7.1Grant of Stock Appreciation Rights.  The Committee is hereby authorized to grant Stock Appreciation Rights to Participants, including a grant of Stock Appreciation Rights in tandem with any Option at the same time such Option is granted (a “Tandem SAR”).  Stock Appreciation Rights shall be evidenced by Award Agreements that shall conform to the requirements of the Plan and may contain such other provisions, as the Committee shall deem advisable.  Subject to the terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (a) the Fair Market Value of a specified number of Shares on the date of exercise over (b) the grant price of the right as specified by the Committee on the date of the grant.  Such payment may be in the form of cash or its equivalent (e.g., by cashier’s check), other property or any combination thereof, as the Committee shall determine in its sole discretion

7.2Terms of Stock Appreciation Right.  Subject to the terms of the Plan and any applicable Award Agreement, the grant price (which shall not be less than one hundred percent (100%) of the Fair Market Value of Shares on the date of grant), term, methods of exercise, methods of settlement, and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee.  The Committee may impose such other conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.  No Stock Appreciation Right shall have a term of more than ten (10) years from the date of grant.

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7.3Tandem Stock Appreciation Rights and Options.  A Tandem SAR shall be exercisable only to the extent that the related Option is exercisable and shall expire no later than the expiration of the related Option.  Upon the exercise of all or a portion of a Tandem SAR, a Participant shall be required to forfeit the right to purchase an equivalent portion of the related Option (and, when a Share is purchased under the related Option, the Participant shall be required to forfeit an equivalent portion of the Stock Appreciation Right).

Article 8.Restricted Stock

8.1Grant of Restricted Stock.  An Award of Restricted Stock is a grant by the Committee of a specified number of Shares to the Participant, which Shares are subject to forfeiture upon the occurrence of specified events.  Participants shall be awarded Restricted Stock in exchange for consideration not less than the minimum consideration required by applicable law.  Restricted Stock shall be evidenced by an Award Agreement, which shall conform to the requirements of the Plan and may contain such other provisions, as the Committee shall deem advisable.

8.2Terms of Restricted Stock Awards.  Each Award Agreement evidencing a Restricted Stock grant shall specify the period(s) of restriction, the number of Shares subject to the Award, the purchase price, if any, of such Restricted Stock, the performance, employment or other conditions (including the termination of a Participant’s Service whether due to death, disability or other cause) under which the Restricted Stock may become vested or may be forfeited to the Company and such other provisions as the Committee shall determine.  Upon determination of the number of Shares of Restricted Stock to be granted to the Participant and payment of any purchase price, the Committee shall direct that a certificate or certificates representing the number of Shares underlying the Restricted Stock be issued to the Participant with the Participant designated as the registered owner.  The certificate(s) representing such Shares underlying the Restricted Stock shall be legended as to sale, transfer, assignment, pledge or other encumbrances during the Restriction Period and deposited by the Participant, together with a stock power endorsed in blank, with the Company, to be held in escrow during the Restriction Period.  At the end of the Restriction Period, the restrictions imposed hereunder and under the Award Agreement shall lapse with respect to the number of Shares of Restricted Stock as determined by the Committee, and the legend shall be removed and such number of Shares underlying the Restricted Stock delivered to the Participant (or, where appropriate, the Participant’s legal representative).

8.3Voting and Dividend Rights.  Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, Participants holding Restricted Stock granted hereunder shall not have the right to exercise voting rights with respect to the underlying Shares and shall not have the right to receive dividends on such Shares.

8.4Performance Goals.  The Committee may condition the grant of Restricted Stock or the expiration of the Restriction Period upon the Participant’s or the Company’s achievement of one or more performance goal(s) specified in the Award Agreement. If the Participant or the Company fails to achieve the specified performance goal(s), the Committee shall not grant the Restricted Stock to such Participant or the Participant shall forfeit the Award of Restricted Stock to the Company, as applicable, unless otherwise provided in the Participant’s Award Agreement or the Stockholders Agreement.

8.5Section 83(b) Election.  If a Participant makes an election pursuant to Section 83(b) of the Code concerning Restricted Stock, the Participant shall be required to promptly file a copy of such election with the Company.

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Article 9.Dividend Equivalents

The Committee may grant Dividend Equivalents to Participants based on the dividends declared on Shares that are underlying any Award.  The grant of Dividend Equivalents shall be treated as a separate Award.  Dividend Equivalents shall be credited to a notional account maintained by the Company, as of dividend payment dates during the period between the date the Award is granted and the date the Award is exercised, vested, expired, credited or paid.  Such Dividend Equivalents shall be converted to cash or Shares by such formula and at such time and subject to such limitations as may be determined by the Committee.  As determined by the Committee, Dividend Equivalents granted with respect to any Option or Stock Appreciation Right may be payable regardless of whether such Option or Stock Appreciation Right is subsequently exercised

Article 10.Other Stock-Based Awards

The Committee, in its sole discretion, may grant Awards of Shares and Awards that are valued, in whole or in part, by reference to, or are otherwise based on the Fair Market Value of, Shares (the “Other Stock-Based Awards”).  Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of Service, the occurrence of an event and/or the attainment of performance objectives.  Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan.  Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash or its equivalent (e.g., by cashier’s check), Shares or a combination of cash or its equivalent (e.g., by cashier’s check) and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).  Each Other Stock-Based Award grant shall be evidenced by an Award Agreement, which shall conform to the requirements of the Plan.

Article 11.Compliance with Section 409A of the Code

11.1General.  The Company intends that the Plan and all Awards and Award Agreements be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs, and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of any Awards (or any payments thereunder).  Notwithstanding the Company’s intention, in the event any Award (or Award Agreement) is subject to Section 409A, the Committee may, in its sole discretion and without a Participant’s prior consent, amend the Plan and/or Awards or Award Agreements, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and actions with retroactive effect) as are necessary or appropriate while preserving for the Participant to the maximum extent possible the economic benefit of such Award to (a) exempt the Plan and/or any Award or Award Agreement from the application of Section 409A, (b) preserve the intended tax treatment of any such Award or Award Agreement, or (c) comply with the requirements of Section 409A, including without limitation any such regulations, guidance, compliance programs, and other interpretive authority that may be issued after the date of grant of an Award.  In no event will the Company have any responsibility for taxes or interest imposed under Section 409A.

11.2Timing of Payment.  All Awards that would otherwise be subject to Section 409A shall be paid or otherwise settled on or as soon as practicable after the applicable vesting date and not later than the 15th day of the third month from the end of (i) the Participant’s tax year that includes the applicable payment or settlement date, or (ii) the Company’s tax year that includes the applicable payment or settlement date, whichever is later; provided, however, that the Committee reserves the right to delay

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payment or specify a compliant payment date with respect to any such Award under the circumstances set forth in Section 409A.

11.3Payments to Specified Employees.  Notwithstanding any contrary provision in the Plan or any Award Agreement, to the extent required by Section 409A, any payment(s) of nonqualified deferred compensation that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service shall be delayed for the first six (6) months following such separation from service (or, if earlier, until the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) on the date that immediately follows the end of such six-month period or as soon as administratively practicable thereafter.  Any remaining payments of nonqualified deferred compensation shall be paid without delay and at the time or times such payments are otherwise scheduled to be made.

11.4Separation from Service.  A termination of service shall not be deemed to have occurred for purposes of any provision of the Plan or any Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would subject such payment to adverse tax consequences, interest, or penalties under Section 409A.  For purposes of any such provision of the Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment,” “termination of service,” or like terms shall mean “separation from service.”

Article 12.Adjustments

12.1Adjustments in Capitalization.  In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, combination of Shares, exchange of Shares, dividend in kind, extraordinary cash dividend, or other like change in capital structure (other than normal cash dividends to stockholders of the Company), or any similar corporate event or transaction, the Committee, to prevent dilution or enlargement of Participants’ rights under the Plan, shall substitute or adjust, in its sole discretion, (a) the number and kind of Shares or other properties that may be issued under the Plan or under particular forms of Awards, (b) the number and kind of Shares or other properties subject to outstanding Awards, (c) the Option Price, grant price or purchase price applicable to outstanding Awards, (d) the grant of a Dividend Equivalent and/or (e) other value determinations (including performance conditions) applicable to the Plan or outstanding Awards.

12.2Change of Control.  Upon the occurrence of a Change of Control after the Effective Date (as defined below), unless otherwise specifically prohibited under applicable laws or by the applicable rules and regulations of any governing governmental agencies or national securities exchanges, or unless the Committee shall determine otherwise in the Award Agreement, the Committee is authorized (but not obligated) to make adjustments in the terms and conditions of the then outstanding Awards, including without limitation the following (or any combination thereof): (i) continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms for such outstanding Awards; (iii) accelerated exercisability, vesting and/or lapse of restrictions under all then outstanding Awards immediately prior to the occurrence of such event; (iv) upon written notice, provide that any outstanding Awards must be exercised, to the extent then exercisable, within fifteen (15) days immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (in either

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case contingent upon the consummation of the event), and at the end of such period, all Awards issued under the Plan shall terminate to the extent not so exercised within the relevant period; and (v) cancellation of all or any portion of outstanding Awards for fair value (in the form of cash or its equivalent (e.g., by cashier’s check), other property or any combination thereof) as determined in the sole discretion of the Committee and which value may be zero; provided, that, in the case of Options or similar Awards, the fair value may equal the excess, if any, of the value of the consideration to be paid in the Change of Control transaction to holders of the same number of Shares subject to such Awards (or, if no such consideration is paid, Fair Market Value of the Shares subject to such outstanding Awards or portion thereof being canceled) over the aggregate Option Price or grant price, as applicable, with respect to such Awards or portion thereof being canceled.

Article 13.Duration, Amendment, Modification, Suspension, and Termination

13.1Duration of the Plan.  Unless sooner terminated as provided in Section 13.2, the Plan shall terminate on the tenth (10th) anniversary of the Effective Date.

13.2Amendment, Modification, Suspension, and Termination of Plan.  The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof or any Award (or Award Agreement) hereunder at any time; provided that, subject to Article 11 and Article 12, no such amendment, alteration, suspension, discontinuation or termination shall be made (i) without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (as determined by the Committee in its sole discretion) and (ii) without the consent of the Participant, if such action would materially diminish any of the rights of any Participant under any Award theretofore granted to such Participant under the Plan; provided, however, the Committee may amend the Plan, any Award or any Award Agreement in such manner as it deems necessary to comply with applicable laws.

Article 14.General Provisions

14.1No Right to Service or Award.  The granting of an Award under the Plan shall impose no obligation on the Company, any Subsidiary or any Affiliate of the Company to continue the Service of a Participant and shall not lessen or affect any right that the Company, a Subsidiary or any of their Affiliates may have to terminate the Service of such Participant.  No Participant or other person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

14.2Settlement of Awards; No Fractional Shares.  Each Award Agreement shall establish the form in which the Award shall be settled.  No fractional Shares shall be issued or delivered pursuant to the Plan or any Award.  The Committee shall determine whether cash, Awards, other securities or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be rounded, forfeited or otherwise eliminated.

14.3Tax Withholding.  The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan.  With respect to required withholding, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction.

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14.4No Guarantees Regarding Tax Treatment.  Participants (or their beneficiaries) shall be responsible for all taxes with respect to any Awards under the Plan.  The Committee and the Company make no guarantees to any person regarding the tax treatment of Awards or payments made under the Plan.  Neither the Committee nor the Company has any obligation to take any action to prevent the assessment of any excise tax on any person with respect to any Award under Section 409A of the Code or otherwise and none of the Company, any of its Subsidiaries or Affiliates, or any of their employees or representatives shall have any liability to a Participant with respect thereto.

14.5Non-Transferability of Awards.  Except as provided by the terms of the Stockholders Agreement or unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant except in the event of his or her death (subject to the applicable laws of descent and distribution) and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any of its Affiliates.  An award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. Any permitted transfer of the Awards to heirs or legatees of the Participant shall not be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.

14.6Conditions and Restrictions on Shares.  The Committee may impose such other conditions or restrictions on any Shares received in connection with an Award as it may deem advisable or desirable.  These restrictions may include, but shall not be limited to, requirements that the Participant: (a) hold the Shares received for a specified period of time; (b) become a signatory to the Company’s Stockholders Agreement; or (c) represent and warrant in writing that the Participant is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.  The certificates for Shares may include any legend which the Committee deems appropriate to reflect any conditions and restrictions applicable to such Shares.

14.7Shares Not Registered.  Shares and Awards shall not be issued under the Plan unless the issuance and delivery of such Shares and any Awards comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, State securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.  Except as set forth in an Award Agreement, the Company shall not be obligated to file any registration statement under any applicable securities laws to permit the purchase or issuance of any Shares or any Awards under the Plan, and accordingly any certificates for Shares or documents granting Awards may have an appropriate legend or statement of applicable restrictions endorsed thereon.  If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant by or to whom such security would be purchased or issued shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably requires.

14.8Awards to Non-U.S. Employees or Directors.  To comply with the laws in countries other than the United States in which the Company or any Subsidiary or Affiliate of the Company operates or has Employees, Directors or Consultants, the Committee, in its sole discretion, shall have the power and authority to:  (a) determine which Subsidiaries or Affiliates shall be covered by the Plan; (b) determine which Employees, Directors or Consultants outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Employees, Directors or Consultants outside the United States to comply with applicable foreign laws; (d) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local

12

government regulatory exemptions or approvals; and (e) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable.

14.9Rights as a Stockholder.  Except as otherwise provided herein or in the applicable Award Agreement, a Participant shall have none of the rights of a stockholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.

14.10Severability.  If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person, or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

14.11Unfunded Plan.  Participants shall have no right, title, or interest whatsoever in or to any investments that the Company or any of its Subsidiaries may make to aid it in meeting its obligations under the Plan.  Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other person.  To the extent that any person acquires a right to receive payments from the Company or any of its Subsidiaries under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company or a Subsidiary, as the case may be.  All payments to be made hereunder shall be paid from the general funds of the Company or a Subsidiary, as the case may be, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts.  The Plan is not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time.

14.12No Constraint on Corporate Action.  Nothing in the Plan shall be construed to (a) limit, impair, or otherwise affect the Company’s or its Subsidiary’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets, or (b) limit the right or power of the Company or its Subsidiaries to take any action which such entity deems to be necessary or appropriate.

14.13Successors.  All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

14.14Governing Law.  The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

14.15Jurisdiction; Waiver of Jury Trial.  Any suit, action or proceeding with respect to this Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts.  In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to this Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of

13

America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

14.16Effective Date.  The Plan shall be effective as of the date of adoption by the Board, which date is set forth below (the “Effective Date”).

***

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EX-10.9

Exhibit 10.9

Execution Version

AMENDED AND RESTATED CREDIT AGREEMENT

among

VIKING INTERMEDIATE INC.,

VIKING ACQUISITION INC.,

as Borrower,

The Several Lenders from Time to Time Parties Hereto,

NATIXIS, NEW YORK BRANCH,

as Syndication Agent,

ROYAL BANK OF CANADA,

as Documentation Agent,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

Dated as of November 5, 2010,
and Amended and Restated as of March 16, 2011

J.P. MORGAN SECURITIES LLC and NATIXIS, NEW YORK BRANCH,

as Joint Bookrunners

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Defined Terms	1
1.2	Other Definitional Provisions	34
1.3	Cumulative Growth Amount Transactions	35
1.4	Pro Forma Calculations	35
SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	36
2.1	Term Commitments	36
2.2	Procedure for Term Loan Borrowing	37
2.3	Repayment of Term Loans	37
2.4	Revolving Commitments	37
2.5	Procedure for Revolving Loan Borrowing	37
2.6	Swingline Commitment	38
2.7	Procedure for Swingline Borrowing; Refunding of Swingline Loans	38
2.8	Commitment Fees, etc.	40
2.9	Termination or Reduction of Revolving Commitments	40
2.10	Optional Prepayments	40
2.11	Mandatory Prepayments	41
2.12	Conversion and Continuation Options	42
2.13	Limitations on Eurodollar Tranches	42
2.14	Interest Rates and Payment Dates	42
2.15	Computation of Interest and Fees	43
2.16	Inability to Determine Interest Rate	43
2.17	Pro Rata Treatment and Payments	43
2.18	Requirements of Law	45
2.19	Taxes	46
2.20	Indemnity	49
2.21	Change of Lending Office	50
2.22	Mitigation Obligations; Replacement of Lenders	50
2.23	Incremental Credit Extensions	50
2.24	Defaulting Lenders	52
SECTION 3.	LETTERS OF CREDIT	54
3.1	L/C Commitment	54
3.2	Procedure for Issuance of Letter of Credit	54
3.3	Fees and Other Charges	55
3.4	L/C Participations	55
3.5	Reimbursement Obligation of the Borrower	56
3.6	Obligations Absolute	56
3.7	Letter of Credit Payments	56
3.8	Applications	57

SECTION 4.	REPRESENTATIONS AND WARRANTIES	57
4.1	Financial Condition	57
4.2	No Change	57
4.3	Existence; Compliance with Law	57
4.4	Power; Authorization; Enforceable Obligations	58
4.5	No Legal Bar	58
4.6	Litigation	58
4.7	No Default	58
4.8	Ownership of Property; Liens	58
4.9	Intellectual Property	59
4.10	Taxes	59
4.11	Federal Regulations	59
4.12	Labor Matters	59
4.13	ERISA	59
4.14	Investment Company Act	60
4.15	Subsidiaries	60
4.16	Use of Proceeds	60
4.17	Environmental Matters	60
4.18	Accuracy of Information, etc.	61
4.19	Security Documents	61
4.20	Solvency	62
4.21	Subordination of Junior Financing	62
4.22	Regulation H	62
4.23	Certain Documents	62
SECTION 5.	CONDITIONS PRECEDENT	62
5.1	Conditions to Initial Extension of Credit	62
5.2	Conditions to Each Extension of Credit	64
SECTION 6.	AFFIRMATIVE COVENANTS	65
6.1	Financial Statements	65
6.2	Certificates; Other Information	66
6.3	Payment of Obligations	67
6.4	Maintenance of Existence; Compliance	67
6.5	Maintenance of Property; Insurance	67
6.6	Inspection of Property; Books and Records; Discussions	68
6.7	Notices	68
6.8	Environmental Laws	68
6.9	Additional Collateral, etc.	69
6.10	Ratings	70
6.11	Designation of Subsidiaries	70
6.12	Post-Closing Covenant	71
SECTION 7.	NEGATIVE COVENANTS	71
7.1	Financial Condition Covenants	71
7.2	Indebtedness	72
7.3	Liens	75
7.4	Fundamental Changes	78
7.5	Disposition of Property	79

7.6	Restricted Payments	81
7.7	Capital Expenditures	83
7.8	Investments	83
7.9	Optional Payments and Modifications of Certain Debt Instruments	86
7.10	Transactions with Affiliates	86
7.11	Sales and Leasebacks	88
7.12	Changes in Fiscal Periods	88
7.13	Burdensome Agreements	88
7.14	Lines of Business	89
7.15	Amendments to Acquisition Documents	89
SECTION 8.	EVENTS OF DEFAULT	89
8.1	Events of Default	89
8.2	Borrower’s Right To Cure	93
SECTION 9.	THE AGENTS	93
9.1	Appointment	93
9.2	Delegation of Duties	94
9.3	Exculpatory Provisions	94
9.4	Reliance by Administrative Agent	94
9.5	Notice of Default	94
9.6	Non-Reliance on Agents and Other Lenders	95
9.7	Indemnification	95
9.8	Agent in Its Individual Capacity	95
9.9	Successor Administrative Agent	95
9.10	Documentation Agent and Syndication Agent	96
SECTION 10.	MISCELLANEOUS	96
10.1	Amendments and Waivers	96
10.2	Notices	98
10.3	No Waiver; Cumulative Remedies	98
10.4	Survival of Representations and Warranties	99
10.5	Payment of Expenses and Taxes	99
10.6	Successors and Assigns; Participations and Assignments	100
10.7	Adjustments; Set-off	104
10.8	Counterparts	105
10.9	Severability	105
10.10	Integration	105
10.11	GOVERNING LAW	105
10.12	Submission To Jurisdiction; Waivers	105
10.13	Acknowledgements	106
10.14	Releases of Guarantees and Liens	106
10.15	Confidentiality	107
10.16	WAIVERS OF JURY TRIAL	107
10.17	USA Patriot Act	107
10.18	Interest Rate Limitation	107

SCHEDULES:

1.1A	Commitments
1.1B	Mortgaged Property
4.15	Subsidiaries
4.19(a)	UCC Filing Jurisdictions
4.19(b)	Mortgage Filing Jurisdictions
6.12	Post-Closing Covenant
7.2(b)	Existing Indebtedness
7.3(f)	Existing Liens
7.8(f)	Existing Investments
7.10	Transactions with Affiliates
7.13	Burdensome Agreements

EXHIBITS:

A	Form of Guarantee and Collateral Agreement
B	Form of Compliance Certificate
C	Form of Closing Certificate
D	Form of Assignment and Assumption
E	Form of Exemption Certificate
F	Form of Affiliated Lender Assignment and Assumption

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 5, 2010 and amended and restated as of March 16, 2011, among Viking Intermediate Inc., a Delaware corporation (“Holdings”), Viking Acquisition Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), Natixis, New York Branch, as syndication agent (in such capacity, the “Syndication Agent”), Royal Bank of Canada, as documentation agent (in such capacity, the “Documentation Agent”), and JPMorgan Chase Bank, N.A., as administrative agent.

The parties hereto hereby agree as follows:

SECTION 1.           DEFINITIONS

1.1           Defined Terms.  As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ABR”:  for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Eurodollar Rate that would be calculated as of such day (or, if such day is not a Business Day, as of the next preceding Business Day) in respect of a proposed Eurodollar Loan with a one-month Interest Period plus 1.0%; provided, however, that notwithstanding the rate calculated in accordance with the foregoing, at no time shall the ABR for the Term Facility be deemed to be less than 2.75% per annum.  Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or such Eurodollar Rate shall be effective as of the opening of business on the day of such change in the Prime Rate, the Federal Funds Effective Rate or such Eurodollar Rate, respectively.

“ABR Loans”:  Loans the rate of interest applicable to which is based upon the ABR.

“Acquisition”:  the acquisition by the Borrower of the equity interests of Clorox Europe Ltd., The Armor All/STP Products Company and STP Products Manufacturing Company and certain other assets and liabilities pursuant to the Acquisition Agreement.

“Acquisition Agreement”:  that certain Purchase and Sale Agreement (together with all exhibits, schedules and disclosure letters thereto) dated as of September 21, 2010 by and between The Clorox Company and the Borrower.

“Acquisition Documentation”:  collectively, the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

“Acquisition Agreement Representations”:  as defined in Section 5.1(m).

“Additional Lender”:  as defined in Section 2.23(c).

“Administrative Agent”:  JPMorgan Chase Bank, N.A., together with its Affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.

“Affiliate”:  as to any Person (other than an individual), any other Person (other than an individual) that, directly or indirectly, through one or more intermediaries is in Control of, is Controlled by, or is under common Control with, such Person.

“Affiliated Debt Fund”:  any Affiliate of the Sponsor (other than Holdings or any Subsidiary of Holdings) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which the Sponsor does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity.

“Affiliated Lender”:  any Affiliated Debt Fund, Non-Debt Fund Affiliate or Purchasing Borrower Party.

“Affiliated Lender Assignment and Assumption”:  has the meaning assigned to such term in Section 10.6(j)(i)(B).

“Agent Indemnitee”:  as defined in Section 9.7.

“Agents”:  the collective reference to the Syndication Agent, the Documentation Agent and the Administrative Agent.

“Aggregate Exposure”:  with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“Aggregate Exposure Percentage”:  with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement”:  as defined in the preamble hereto.

“Amendment and Restatement”:  the Amendment and Restatement of this Agreement, dated as of March 16, 2011.

“Amendment and Restatement Effective Date”:  the date on which the conditions precedent set forth in Section 4 of the Amendment and Restatement shall have been satisfied.

“Applicable Margin”:  for each Type of Loan, the rate per annum set forth under the relevant column heading below:

	ABR Loans		Eurodollar Loans
Revolving Loans and Swingline Loans	3.25	%	4.25	%
Term Loans	3.25	%	4.25	%

“Application”:  an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.

“Approved Bank”:  as defined in the definition of Cash Equivalents.

“Approved Fund”:  as defined in Section 10.6(b).

2

“Asset Sale”:  any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (e), (g), (h), (i), (k), (l), (m), (n), (o), (q) and (r) of Section 7.5) that yields gross proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $2,000,000.

“Assignee”:  as defined in Section 10.6(b).

“Assignment and Assumption”:  an Assignment and Assumption, substantially in the form of Exhibit D.

“Attributable Indebtedness”: on any date, in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Available Revolving Commitment”:  as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.8(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

“Bankruptcy Event”:  with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benefitted Lender”:  as defined in Section 10.7(a).

“Board”:  the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”:  as defined in the preamble hereto.

“Borrowing Date”:  any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Business”:  as defined in Section 4.17(b).

“Business Day”:  a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; provided that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

3

“Capital Expenditures”:  for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries; provided that the term “Capital Expenditures” shall not include:

(i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (A) insurance proceeds paid on account of the loss of or damage to the assets being replaced, substituted, restored or repaired or (B) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced,

(ii) the purchase of plant, property or equipment or software to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Loans pursuant to Section 2.11(b),

(iii) expenditures relating to the construction, acquisition, replacement, reconstruction, development, refurbishment, renovation or improvement of any property which has been transferred to a Person other than the Borrower or a Restricted Subsidiary during the same fiscal year in which such expenditures were made pursuant to a sale-leaseback transaction permitted under Section 7.5(f),

(iv) expenditures that are accounted for as capital expenditures by the Borrower or any Restricted Subsidiary and that actually are paid for, or actually reimbursed to, the Borrower or any Restricted Subsidiary in cash or Cash Equivalents, by a Person other than the Borrower or any Restricted Subsidiary and for which neither the Borrower nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation (other than rent) in respect of such expenditures to such Person or any other Person (whether before, during or after such period),

(v) the book value of any asset owned by the Borrower or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (A) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (B) such book value shall have been included in Capital Expenditures when such asset was originally acquired,

(vi) expenditures that constitute the Acquisition, Permitted Acquisitions or other investments that consist of the purchase of a business unit, line of business or a division of a Person or all or substantially all of the assets of a Person,

(vii) any capitalized interest expense reflected as additions to property, plant or equipment in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries,

(viii) any non-cash compensation or other non-cash costs reflected as additions to property, plant or equipment in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries, or

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(ix) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (A) used or surplus equipment traded in at the time of such purchase and (B) the proceeds of a concurrent sale of used or surplus equipment.

“Capital Lease Obligations”:  as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”:  any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing; provided that any instrument evidencing Indebtedness convertible or exchangeable  for Capital Stock shall not be deemed to be Capital Stock, unless and until any such instruments are so converted or exchanged.

“Cash Equivalents”:

(a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof;

(b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities not exceeding twelve months from the date of acquisition issued by (i) any Lender or (ii) any commercial bank (A) organized under the laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve System and (B) having a combined capital and surplus of not less than $500,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”);

(c) commercial paper of an issuer rated at least A-2 (or the equivalent thereof) by Standard & Poor’s Financial Services LLC (“S&P”) or P-2 (or the equivalent thereof) by Moody’s Investors Service, Inc. (“Moody’s”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, in each case with average maturities of not more than twelve months from the date of acquisition;

(d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than thirty days, with respect to securities issued or fully guaranteed or insured by the United States government;

(e) securities with average maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

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(f) securities with average maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition;

(g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition;

(h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA- (or the equivalent thereof) or better by S&P and Aaa3 (or the equivalent thereof) or better by Moody’s and (iii) have portfolio assets of at least $5,000,000,000;

(i) investment funds investing at least 95% of their assets in securities of the types (including as to credit quality and maturity) described in clauses (a) through (h) above; or

(j) solely in the case of a Foreign Subsidiary, instruments equivalent to those referred to in clauses (a) through (i) above denominated in any foreign currency that is the local foreign currency of such Foreign Subsidiary comparable in tenor and in credit quality to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by such Foreign Subsidiary organized in such jurisdiction.

“Cash Management Obligations”:  obligations owed by Holdings, the Borrower or any Restricted Subsidiary to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds.

“Casualty Event”:  any event that gives rise to the receipt by Holdings, the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace, restore or repair such equipment, fixed assets or real property.

“Change of Control”:  the earliest to occur of:

(a) the Permitted Investors ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be a Change of Control if,

(i)  any time prior to the consummation of a Qualifying IPO, the Permitted Investors otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdings; or

(ii) at any time after the consummation of a Qualifying IPO, (A) no Person (other than one or more Permitted Investors) or Persons (other than one or more Permitted Investors) that are together a group (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act) or are acting, for the purpose of acquiring, holding, or disposing of securities, as a group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) 35% of the shares outstanding of Holdings and (y) the percentage of the then outstanding voting stock of Holdings owned, directly or indirectly, beneficially by the

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Permitted Investors, and (B) during each period of twelve consecutive months, the board of directors of Holdings shall consist of a majority of the Continuing Directors; or

(b) any Specified Change of Control; or

(c) at any time prior to a Qualifying IPO, the Borrower shall cease to be a direct Wholly Owned Subsidiary of Holdings.

“Clorox Parent”:  The Clorox Company, a Delaware corporation.

“Closing Date”:  the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied, which date is November 5, 2010.

“Closing Date Material Adverse Effect”:  any change, effect, event, occurrence, state of facts or development that is materially adverse to (i) the ability of Clorox Parent (as defined in the Acquisition Agreement) to consummate the Contemplated Transactions (as defined in the Acquisition Agreement) or (ii) the business, properties, assets, liabilities, condition (financial or otherwise) or results of operations of the Business (as defined in the Acquisition Agreement), taken as a whole; provided that notwithstanding the foregoing, none of the following changes, effects, events, occurrences, states of facts or developments shall be deemed (either alone or in combination) to constitute a Closing Date Material Adverse Effect, and none of the following shall be taken into account in determining whether there has been a Closing Date Material Adverse Effect or whether a Closing Date Material Adverse Effect would reasonably be expected to occur, except, in the case of clauses (a), (b), (c), (d) and (e) below, to the extent the same has had or would reasonably be expected to have a disproportionate effect on the Business compared to other participants in the industry in which the Business operates:  changes, effects, events, occurrences, states of facts or developments (a) relating to or resulting from general market, economic or political conditions in the countries in which the Business is conducting business, the global economy or capital or financial markets generally (including any changes arising out of acts of terrorism, war, weather conditions or other force majeure events); (b) relating to or resulting from changes in legal, regulatory or tax conditions or in authoritative interpretations thereof; (c) relating to any change in the accounting requirements applicable to the Business or the Business Operating Entities (as defined in the Acquisition Agreement); (d) relating to or resulting from changes generally in the industry or markets in which the Business or the Business Operating Entities operate (including any changes arising out of acts of terrorism, war, weather conditions or other force majeure events); (e) resulting from the execution or announcement of the Acquisition Agreement or the pendency of the Contemplated Transactions, including, but not limited to, (i) the identity of the Purchaser, (ii) the loss or departure of any Transferring Employees (as defined in the Acquisition Agreement), (iii) the termination or potential termination of (or the failure or potential failure to renew or enter into) any Contracts (as defined in the Acquisition Agreement) with customers, suppliers, distributors, resellers, licensors or other business partners, (iv) any other negative development (or potential negative development) in the relationships with any of its customers, suppliers, distributors, resellers, licensors or other partners of the Business, and (v) any decline or other degradation in the customer bookings of the Business; (f) resulting from compliance by Clorox Parent, the Business or the Business Operating Entities with the terms of this Agreement; (g) except for the termination or expiration of the waiting period under the HSR Act (as defined in the Acquisition Agreement) and any other mandatory antitrust notification requirements, resulting from the failure to obtain any third party consents or approvals; and (h) resulting from the failure of the Business to meet or realize any projections, forecasts or business plans of the Business (provided that the facts and circumstances giving rise to any such failure that are not otherwise excluded from the definition of Closing Date Material Adverse Effect may be taken into account in determining whether a Closing Date Material Adverse Effect has occurred).

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“Code”:  the Internal Revenue Code of 1986, as amended.

“Collateral”:  all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Commitment”:  as to any Lender, the Term Commitment and/or the Revolving Commitment of such Lender, as the context may require.

“Commitment Fee Rate”:  0.75% per annum.

“Compliance Certificate”:  a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

“Conduit Lender”:  any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.18, 2.19, 2.20 or 10.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“Confidential Information Memorandum”:  the Confidential Information Memorandum dated October 14, 2010 and furnished to certain Lenders.

“Consolidated Current Assets”:  at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date, other than amounts related to current or deferred taxes based on income or profits.

“Consolidated Current Liabilities”:  at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date, but excluding (a) the current portion of any Indebtedness of the Borrower and its Restricted Subsidiaries, (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Loans or Swingline Loans to the extent otherwise included therein, (c) accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense that is past due and unpaid), (d) accruals for current or deferred taxes based on income or profits, (e) accruals of any costs or expenses related to restructuring reserves, (f) accruals of any costs or expenses related to the current portion of pension liabilities and (g) accruals related to Swap Agreements.

“Consolidated EBITDA”:  for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of:

(a) income tax expenses of the Borrower and the Restricted Subsidiaries paid or accrued during such period, including, without limitation, federal, state, franchise and similar taxes (such as Delaware franchise tax) and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations,

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(b) interest expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans),

(c) depreciation and amortization expense,

(d) amortization of intangibles (including, but not limited to, goodwill, deferred financing fees and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of the Borrower and its Restricted Subsidiaries) and organization costs,

(e) to the extent permitted to be paid under Section 7.10(c) or (m) the amount of management, monitoring, consulting, transaction and advisory fees (including termination fees), related indemnities and expenses and any other fees and expenses paid or payable to, or for the benefit of, the Sponsor or its Affiliates (including, without duplication, Restricted Payments with respect thereto or any accruals thereof),

(f) any transaction-related expenses or charges in connection with (i) any equity offering, permitted Investment, acquisition, disposition, recapitalization or Indebtedness (including refinancings, amendments and other modifications) permitted hereunder (in each case whether or not consummated) or (ii) an attempt that is not consummated to sell all or substantially all of the assets or Capital Stock of the Borrower and its Subsidiaries,

(g) Transaction Expenses,

(h) the amount of cost savings and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken during such period (calculated on a Pro Forma Basis as though such cost savings and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (i) such cost savings and synergies are reasonably identifiable and factually supportable and certified as such in a certificate of a Responsible Officer delivered to the Administrative Agent, (ii) such actions are taken within eighteen months after the Closing Date, (iii) no cost savings or synergies shall be added pursuant to this clause (h) to the extent duplicative of any expenses or charges relating to such cost savings or synergies that are included elsewhere in this definition with respect to such period and (iv) the aggregate amount of cost savings and synergies added pursuant to this clause (h) shall not exceed $8,500,000 during the term of this Agreement,

(i) severance and signing bonuses, stock options and other equity-based compensation expenses, relocation costs and expenses, recruiting costs and other one-time compensation costs; provided that the aggregate amount of expenses and costs added back pursuant to this clause (i) shall not exceed $15,000,000 during the term of this Agreement;

(j) any expenses or charges incurred 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 costs or expenses are funded with cash proceeds contributed to the capital of the Borrower as common equity,

(k) any non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business); provided that if any non-cash expense or losses referred to in this clause (k) 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 Consolidated EBITDA to

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such extent, and excluding amortization of a prepaid shall subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period,

(l) for the purposes of determining compliance with Section 7.1 only, Permitted Equity Issuances pursuant to and in accordance with Section 8.2, and

(m) cost savings, operating expense reductions, other operating improvements and synergies relating to Specified Transactions to the extent permitted by Section 1.4(c); and minus,

(a)           to the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) interest income, (ii) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business), (iii) income tax credits (to the extent not netted from income tax expense) and (iv) any other non-cash income or gains, and

(b)           any cash payments made during such period in respect of items described in clause (e) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Consolidated Net Income, all as determined on a consolidated basis.

Notwithstanding anything to the contrary contained herein, for the purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended December 31, 2009, March 31, 2010, June 30, 2010 and September 30, 2010, Consolidated EBITDA for such fiscal quarters shall be $20,620,000, $30,100,000, $29,242,000 and $23,947,000, respectively.

“Consolidated Interest Coverage Ratio”:  for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

“Consolidated Interest Expense”:  for any period, total cash interest expense (including that attributable to Capital Lease Obligations), net of cash interest income, of the Borrower and its Restricted Subsidiaries, on a consolidated basis, for such period with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP); provided that Consolidated Interest Expense shall not include, without duplication:

(a) non-cash amounts attributable to the amortization of deferred financing, legal and accounting costs with respect to this Agreement,

(b) non-cash amounts attributable to the amortization of upfront fees for any incurrence or issuance of Indebtedness,

(c) interest expense in respect of any Junior Financing that has been defeased or satisfied and discharged in accordance with the applicable indenture or agreement or with respect to which the required deposit has been made in connection with a call for repurchase or redemption to occur within the time period set forth in the applicable indenture or agreement, in each case to the extent such transactions are permitted under this Agreement,

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(d) any non-cash imputed interest expense associated with non-interest bearing Indebtedness issued at par to the extent not included in Consolidated EBITDA, including the accretion or accrual of discounted liabilities during such period,

(e) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Agreements or other derivative instruments pursuant to Statement of Financial Accounting Standards No. 133,

(f) Transaction Expenses, or

(g) undrawn commitment fees and fronting fees with respect to letters of credit.

Notwithstanding anything to the contrary contained herein, for the purposes of determining Consolidated Interest Expense (i) for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination and (ii) shall exclude any non-cash interest expense arising as a result of the purchase accounting effects described in the last sentence of the definition of “Consolidated Net Income”.

“Consolidated Leverage Ratio”:  as at the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period.

“Consolidated Net Income”:  for any period, the consolidated net income (or loss) of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided, however, that, without duplication,

(a)           any after-tax effect of non-recurring or extraordinary items (including gains or losses and all fees and expenses relating thereto) for such period shall be excluded,

(b)           the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income shall be excluded,

(c)           any net after-tax gains or losses from abandoned, disposed of or discontinued operations shall be excluded,

(d)           any net after-tax effect of gains or losses (less all fees and expenses related thereto) attributable to asset dispositions or the sale or other disposition of any Capital Stock of any Person in each case other than in the ordinary course of business, as determined in good faith by the Borrower, shall be excluded,

(e)           the income (loss) for such period of any Person that is not a Subsidiary of the Borrower, or is an Unrestricted Subsidiary, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to the Borrower or a Restricted Subsidiary in respect of such period,

(f)            any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, shall be excluded,

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(g)           any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded,

(h)           any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually reimbursed or with respect to which the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement, but only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period of any amount so added back to the extent not so indemnified or reimbursed within such 365 days), shall be excluded,

(i)            to the extent covered by insurance and actually reimbursed or with respect to which the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer, but only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption shall be excluded,

(j)            the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Borrower or is merged into, amalgamated or consolidated with the Borrower or any of its Restricted Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Restricted Subsidiaries shall be excluded (except to the extent required for any calculation of Consolidated EBITDA on a Pro Forma Basis in accordance with Section 1.4), and

(k)           the income of any Restricted Subsidiary of the Borrower that is not a Guarantor to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary (which has not been waived) shall be excluded, except (solely to the extent permitted to be paid) to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Restricted Subsidiaries that are Guarantors by such Person during such period in accordance with such documents and regulations.

There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments, including to property, equipment, inventory and software and other intangible assets (including favorable and unfavorable leases and contracts) and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of the Transaction, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions or other Investments, or the amortization, write-off or write-down of any amounts thereof.

“Consolidated Net Total Assets”:  at any date, the total consolidated assets of the Borrower and its Restricted Subsidiaries, excluding all goodwill, trade names, trademarks, patents and other similar intangibles properly classified as intangibles in accordance with GAAP, all as shown on the most recent balance sheet of the Borrower that has been delivered pursuant to Section 6.1(a) or (b) and computed in accordance with GAAP.

“Consolidated Total Debt”:  at any date, (a) the aggregate principal amount of all Indebtedness of the Borrower and its Restricted Subsidiaries at such date, determined on a consolidated

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basis in accordance with GAAP (but (x) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition and (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire principal amount thereof), consisting of (i) Indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or similar instruments, (iii) obligations in respect of the deferred purchase price of property or services (excluding (A) accounts payable incurred in the ordinary course of business and (B) deferred compensation payable to directors, officers and employees), (iv) Attributable Indebtedness, (v) unreimbursed reimbursement obligations under letters of credit and bank guarantees, (vi) guarantees of any obligations of the type referred to in clauses (i) through (v) above but without duplication of such obligations, and (vii) obligations in respect of Disqualified Stock, minus (b) the aggregate amount of unrestricted cash and Cash Equivalents (in each case, free and clear of all Liens other than Liens permitted under Sections 7.3(a) and 7.3(t)) included in the consolidated balance sheet of the Loan Parties as of such date in an amount not to exceed $15,000,000.

“Consolidated Working Capital”:  at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date; provided that increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (b) the effects of purchase accounting or (c) any fluctuation in currency exchange rates.

“Continuing Directors”:  the directors of Holdings on the Closing Date, as elected or appointed after giving effect to the Acquisition and the other transactions contemplated hereby, and each other director, if, in each case, such other director’s nomination for election to the board of directors of Holdings is recommended by a majority of the then Continuing Directors or such other director receives the vote of, or is appointed or otherwise approved by, the Permitted Investors in his or her election by the shareholders of Holdings.

“Contract Consideration”:  as defined in the definition of Excess Cash Flow.

“Contractual Obligation”:  as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control”:  with respect to any Person, either (a) the power, directly or indirectly, to vote 20% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) 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; and the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Control Investment Affiliate”:  as to any Person, any other Person that (a) directly or indirectly, is in Control of, is Controlled by, or is under common Control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies.

“Credit Party”:  the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender.

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“Cumulative Excess Cash Flow”:  at any time, the sum of (i) Excess Cash Flow (which may not be less than zero) for the period commencing on the Closing Date and ending on June 30, 2011 (provided that in the event that the Borrower changes its fiscal year end to December 31 prior to June 30, 2011, such date shall be automatically extended to December 31, 2011) and (ii) Excess Cash Flow (which may not be less than zero in any period) for each succeeding and completed fiscal year of the Borrower at such time.

“Cumulative Growth Amount”:  on any date of determination, the sum of, without duplication,

(a) the Cumulative Excess Cash Flow that was not required to be applied to prepay the Loans pursuant to Section 2.11, plus

(b) the amount of (i) net cash proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.2) after the Closing Date to the extent that such net cash proceeds shall have been actually received by the Borrower (including through capital contribution of such net cash proceeds by Holdings to the Borrower) and (ii) any other cash capital contribution in respect of any Capital Stock of the Borrower, in each case, on or prior to such date of determination and not used to finance Investments pursuant to Sections 7.8(i), minus

(c) the aggregate amount of Cumulative Growth Amount used to make any Capital Expenditures pursuant to Section 7.7(c), minus

(d) the sum at the time of determination of (i) the aggregate amount of Restricted Payments made since the Closing Date pursuant to Section 7.6(f), (ii) the aggregate amount of Investments made since the Closing Date pursuant to Section 7.8(o) and (iii) the aggregate amount of prepayments, redemptions or repurchases made since the Closing Date pursuant to Section 7.9(a).

“Default”:  any of the events specified in Section 8.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Defaulting Lender”:  any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied or waived, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied), (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event, unless the applicable Governmental Authority has agreed to permit such Lender to fund Loans hereunder.

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“Disposition”:  with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof.  The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Capital Stock”:  any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Capital Stock or solely at the direction of the issuer), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock and cash in lieu of fractional shares), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital Stock, in each case, prior to the date that is ninety-one days after the Term Loan Maturity Date; provided that if such Capital Stock is issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof), the Borrower or any of its Restricted Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by Holdings (or any direct or indirect parent thereof), the Borrower or any of its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Disqualified Lender”:  any institution identified in writing by the Borrower to the Administrative Agent prior to the date hereof.

“Documentation Agent”:  as defined in the preamble hereto.

“Dollars” and “$”:  dollars in lawful currency of the United States.

“Domestic Subsidiary”:  any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States.

“ECF Percentage”:  50%; provided that, with respect to each fiscal year of the Borrower ending on or after December 31, 2011, the ECF Percentage shall be reduced to (a) 25% if the Consolidated Leverage Ratio as of the last day of such fiscal year is not greater than 4.0 to 1.0 and (b) 0% if the Consolidated Leverage Ratio as of the last day of such fiscal year is not greater than 3.0 to 1.0.

“Environmental Laws”:  any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, legally binding requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health from environmental hazards or protection of the environment, as now or may at any time hereafter be in effect.

“ERISA”:  the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate”:  any trade or business (whether or not incorporated) that, together with any Group Member, is treated as a single employer under Section 414 of the Code.

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“ERISA Event”:  (a) any Reportable Event; (b) the existence with respect to any Plan of a Prohibited Transaction; (c) any failure by any Pension Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Pension Plan, including any “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) the filing pursuant to Section 412 of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Pension Plan or the failure by any Group Member or any ERISA Affiliate to make any required contribution to a Multiemployer Plan; (d) the incurrence by any Group Member or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Pension Plan, including but not limited to the imposition of any Lien in favor of the PBGC or any Pension Plan; (f) a determination that any Pension Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Title IV of ERISA); (g) the receipt by any Group Member or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan under Section 4042 of ERISA; (h) the incurrence by any Group Member or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan; or (i) the receipt by any Group Member or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization or in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA.

“Eurocurrency Reserve Requirements”:  for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate”:  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on the Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period.  In the event that such rate does not appear on such page (or otherwise on such screen), the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein; provided, however, that notwithstanding the rate calculated in accordance with the foregoing, at no time shall the Eurodollar Base Rate for the Term Facility be deemed to be less than 1.75% per annum.

“Eurodollar Loans”:  Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“Eurodollar Rate”:  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula:

Eurodollar Base Rate

1.00 - Eurocurrency Reserve Requirements

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“Eurodollar Tranche”:  the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Event of Default”:  any of the events specified in Section 8.1, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Cash Flow”:  for any fiscal year of the Borrower, the excess, if any, of

(a) the sum, without duplication, of:

(i) Consolidated Net Income for such fiscal year,

(ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income,

(iii) decreases in Consolidated Working Capital for such fiscal year, and

(iv) the aggregate net amount of non-cash loss on the Disposition of property by the Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income, over

(b) the sum, without duplication, of:

(i) the amount of all non-cash credits included in arriving at such Consolidated Net Income,

(ii) without duplication of amounts deducted from Excess Cash Flow pursuant to clause (ii) of Section 2.11(c), the aggregate amount of all principal payments of Indebtedness (including (A) regularly scheduled principal payments of the Term Loans and (B) the principal component of payments in respect of Capital Lease Obligations) of the Borrower and its Restricted Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder),

(iii) increases in Consolidated Working Capital for such fiscal year,

(iv) without duplication of amounts deducted pursuant to clause (viii) below in prior fiscal years, the amount of Capital Expenditures made in cash (including in respect of amounts accrued in prior periods but paid in cash during such period) during such period, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness of the Borrower or any Restricted Subsidiary,

(v) the aggregate net amount of non-cash gain on the Disposition of property by the Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income,

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(vi) without duplication of amounts deducted pursuant to clause (viii) below in prior fiscal years, the amount of Investments and acquisitions made during such period pursuant to Section 7.8(b), (f), (i), (m), (n) or (o), in each case to the extent that such Investments and acquisitions were not financed with Indebtedness of the Borrower or any of its Restricted Subsidiaries,

(vii) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness (and not otherwise deducted in the computation of Consolidated Net Income),

(viii) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period; provided that to the extent the aggregate amount of cash actually utilized to finance such Permitted Acquisitions or Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters,

(ix) reimbursable or insured expenses incurred during such fiscal year to the extent that reimbursement has not yet been received, and

(x) to the extent not otherwise deducted in determining Consolidated Net Income for such period and to the extent paid in cash during such period, the amount of management, monitoring, consulting, transaction and advisory fees (including termination fees), related indemnities and expenses and any other fees and expenses paid or accrued during such period to, or for the benefit of, the Sponsor or its Affiliates to the extent permitted by Section 7.10(c) or 7.10(m) (including, without duplication, Restricted Payments with respect thereto).

“Excess Cash Flow Application Date”:  as defined in Section 2.11(c).

“Exchange Act”:  the Securities Exchange Act of 1934.

“Excluded Taxes”: with respect to any payment made by any Loan Party under any Loan Document, any of the following Taxes imposed on or with respect to a Recipient: (a) income Taxes imposed on (or measured by) net income, and franchise (and similar) Taxes imposed in lieu thereof, by the United States of America, or by the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits Taxes imposed by the United States of America or any similar Taxes imposed by any other jurisdiction in which the Borrower is located, (c) in the case of a Non-U.S. Lender (other than an assignee pursuant to a request by the Borrower under Section 2.22), any U.S. Federal withholding Taxes resulting from any Requirement of Law in effect (including FATCA) on (and, in the case of FATCA, including any regulations or official interpretations thereof issued after) the date such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Non-U.S. Lender’s failure to comply with Section 2.19(f), except to the extent that such Non-U.S. Lender (or its assignor, if any) was entitled, at the time of designation of a new principal office or lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Taxes pursuant to Section 2.19(a) and (d) in the case of a Lender other than a Non-U.S.

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Lender, any U.S. Federal backup withholding Taxes attributable to such Lender’s failure to comply with Section 2.19(f).

“Facility”:  each of (a) the Term Commitments and the Term Loans made thereunder (the “Term Facility”) and (b) the Revolving Commitments and the extensions of credit made thereunder (the “Revolving Facility”).

“FATCA”: Sections 1471 through 1474 of the Code, as of the date of this Agreement.

“Federal Funds Effective Rate”:  for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by JPMorgan Chase Bank, N.A. from three federal funds brokers of recognized standing selected by it.

“Fee Payment Date”:  (a) the third Business Day following the last day of each March, June, September and December and (b) the last day of the Revolving Commitment Period.

“Foreign Asset Sale”:  as defined in Section 2.11(e).

“Foreign Indebtedness Event”: as defined in Section 2.11(e).

“Foreign Recovery Event”:  as defined in Section 2.11(e).

“Foreign Subsidiary”:  any Restricted Subsidiary of the Borrower that is not a Domestic Subsidiary.

“Foreign Pension Plan”:  each employee pension benefit plan (within the meaning of Section 3(2) of ERISA, whether or not subject to ERISA) that is not subject to U.S. law and is maintained or contributed to by any Group Member or any ERISA Affiliate, but other than any such plan that is mandated by a Governmental Authority other than the United States.

“Fund”:  any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funding Office”:  the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“GAAP”:  generally accepted accounting principles in the United States as in effect from time to time.  In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn

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or such provision amended in accordance herewith.  “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants.

“Governmental Authority”:  any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government.

“Group Members”:  the collective reference to Holdings, the Borrower and the Restricted Subsidiaries.

“Guarantee and Collateral Agreement”:  the Guarantee and Collateral Agreement to be executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A.

“Guarantee Obligation”:  as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) 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 or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business, or customary and reasonable indemnity obligations entered into in connection with any contractual arrangement, including, but not limited to, any acquisition, capital expenditure, Investment or Disposition of assets permitted under this Agreement (other than any such obligations with respect to Indebtedness).  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (x) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (y) portion thereof, in respect of which such Guarantee is made pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantors”:  the collective reference to Holdings and the Subsidiary Guarantors.

“Holdings”:  as defined in the preamble hereto.

“Immaterial Subsidiary”:  shall mean, as of any date of determination, any Subsidiary of the Borrower that does not have (a) assets with a value in excess of 5.0% of the total assets or (b) revenues (for the most recently completed period of four consecutive fiscal quarters) representing in excess of 5.0% of total revenues, of the Borrower and its Restricted Subsidiaries on a consolidated basis as of such date.

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“Incremental Amendment”:  as defined in Section 2.23(d).

“Incremental Extensions of Credit”:  as defined in Section 2.23(a).

“Incremental Facility Closing Date”:  as defined in Section 2.23(d).

“Incremental Term Loans”:  as defined in Section 2.23(a).

“Incremental Yield”:  as defined in Section 2.23(b).

“Indebtedness”:  of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than (i) current liabilities incurred in the ordinary course of such Person’s business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (f) above, (h) all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, (i) all obligations of such Person in respect of Disqualified Capital Stock to the extent that the foregoing would constitute indebtedness or a liability in accordance with GAAP and (j) for the purposes of Sections 7.2 and 8.1(e) only, the net obligations of such Person in respect of Swap Agreements.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.  The amount of non-recourse Indebtedness of any Person for the purposes of clause (h) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.  The amount of any net obligation under any Swap Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“Indemnified Liabilities”: as defined in Section 10.5(c).

“Indemnified Taxes”:  (a) Taxes, other than Excluded Taxes and Other Connection Taxes, imposed on or with respect to any payment made by any Loan Party under any Loan Document and (b) Other Taxes.

“Indemnitee”:  as defined in Section 10.5(c).

“Information”:  as defined in Section 10.15.

“Infringement”:  infringement, misappropriation, dilution or other impairment or violation.

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“Insolvency”:  with respect to any Multiemployer Plan, the condition that such Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”:  pertaining to a condition of Insolvency.

“Intellectual Property”:  the collective reference to all rights, priorities and privileges in intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, patents, trademarks, domain names, technology, know-how and processes, and all rights to sue at law or in equity for any Infringement thereof, including the right to receive all proceeds and damages therefrom.

“Interest Payment Date”:  (a) as to any ABR Loan (other than any Swingline Loan), the last day of each March, June, September and December (or, if an Event of Default is in existence, the last day of each calendar month) to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as to any Loan (other than any Revolving Loan that is an ABR Loan and any Swingline Loan), the date of any repayment or prepayment made in respect thereof and (e) as to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period”:  as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter or, to the extent agreed by each Lender of such Eurodollar Loan, nine months, twelve months or less than one month thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter or, to the extent agreed by each Lender of such Eurodollar Loan, nine months, twelve months or less than one month thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 12:00 P.M., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)the Borrower may not select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date or beyond the date final payment is due on the Term Loans; and

(iii)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

“Investments”:  as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock or debt or other securities of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in,

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another Person (including any partnership or joint venture interest in such other Person) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but giving effect to any Returns received by such Person with respect thereto.

“IRS”:  the United States Internal Revenue Service.

“Issuing Lender”:  each of JPMorgan Chase Bank, N.A. and any other Revolving Lender approved by the Administrative Agent and the Borrower that has agreed in its sole discretion to act as an “Issuing Lender” hereunder, or any of their respective Affiliates, in each case in its capacity as issuer of any Letter of Credit.  Each reference herein to “the Issuing Lender” shall be deemed to be a reference to the relevant Issuing Lender.

“Junior Financing”:  as defined Section 7.9(a).

“Junior Financing Documentation”:  any documentation governing any Junior Financing.

“L/C Commitment”:  $10,000,000.

“L/C Obligations”:  at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

“L/C Participants”:  the collective reference to all the Revolving Lenders other than the Issuing Lender.

“Lenders”:  as defined in the preamble hereto; provided that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender.

“Letters of Credit”:  as defined in Section 3.1(a).

“Lien”:  any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Loan”:  any loan made by any Lender pursuant to this Agreement.

“Loan Documents”:  this Agreement, the Security Documents, the Notes and any amendment, waiver, supplement or other modification to any of the foregoing.

“Loan Parties”:  each Group Member that is a party to a Loan Document, which in any event will not include any Foreign Subsidiary.

“Majority Facility Lenders”:  with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, prior to any

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termination of the Revolving Commitments, the holders of more than 50% of the Total Revolving Commitments).

“Management Stockholders”:  the members of management of Holdings (or any direct or indirect parent thereof), the Borrower or its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

“Master Agreement”:  as defined in the definition of Swap Agreement.

“Material Adverse Effect”:  a material adverse effect on (a) the business, property, operations or financial condition of the Borrower and its Restricted Subsidiaries taken as a whole or (b)  the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

“Materials of Environmental Concern”:  any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“Maximum Rate”:  as defined in Section 10.18.

“Moody’s”:  as defined in the definition of Cash Equivalents.

“Mortgaged Properties”:  the real properties listed on Schedule 1.1B, as to which the Administrative Agent for the benefit of the Lenders shall be granted a Lien pursuant to the Mortgages.

“Mortgages”:  each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Lenders, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

“Multiemployer Plan”:  a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which a Group Member or ERISA Affiliate has an obligation to contribute.

“Net Cash Proceeds”:

(a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) actually received by any Group Member, net of:

(i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith,

(ii) amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements),

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(iii) in the case of any Asset Sale or Recovery Event by a non-wholly owned Restricted Subsidiary the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (iii)) attributable to minority interests and not available for distribution to or for the account of Holdings, the Borrower or a wholly owned Restricted Subsidiary as a result thereof,

(iv) taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements),

(v) any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition (provided that to the extent that any amounts are released from such escrow to Holdings, the Borrower or a Restricted Subsidiary, such amounts net of any related expenses shall constitute Net Cash Proceeds), and

(vi) without duplication of clause (v) above, the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) or (iv) above) (A) related to any of the applicable assets and (B) retained by Holdings, the Borrower or any of its Restricted Subsidiaries including, without limitation, pension plan and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such Asset Sale or Recovery Event occurring on the date of such reduction);

provided, that, if no Event of Default under Section 8.1(a) or 8.1(f) exists and the Borrower intends in good faith to use any portion of such proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of Holdings, the Borrower or the Restricted Subsidiaries or to make Permitted Acquisitions, in each case within twelve months of such receipt, such portion of such proceeds shall not constitute Net Cash Proceeds except to the extent not, within twelve months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such twelve month period but within such twelve month period are contractually committed to be used, then upon the termination of such contract or if such Net Cash Proceeds are not so used within the later of such twelve month period and one-hundred and eighty days from the entry into such contractual commitment, such remaining portion shall constitute Net Cash Proceeds as of the date of such termination or expiry without giving effect to this proviso; it being understood that such proceeds shall constitute Net Cash Proceeds if there is an Event of Default under Section 8.1(a) or 8.1(f) continuing at the time of a proposed reinvestment unless such proposed reinvestment is made pursuant to a binding commitment entered into at a time when no Event of Default under Section 8.1(a) or 8.1(f) was continuing); and

(b) in connection with any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements).

“New Term Loan”:  as defined in the Amendment and Restatement.

“Non-Consenting Lender”:  as defined in Section 2.22.

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“Non-Debt Fund Affiliate”:  an Affiliate of the Borrower that is not an Affiliated Debt Fund or a Purchasing Borrower Party.

“Non-U.S. Lender”:  a Lender that is not a United States Person.

“Notes”:  the collective reference to any promissory note evidencing Loans.

“Obligations”:  the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender (or, in the case of Specified Swap Agreements and Specified Cash Management Agreements, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Swap Agreement, any Specified Cash Management Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

“Other Connection Taxes”: with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising solely from such Recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, any Loan Document).

“Other Taxes”:  any present or future stamp, court, documentary, intangible, recording, filing or similar excise or property Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes (other than Taxes imposed with respect to an assignment under Section 2.22) or Excluded Taxes.

“Parent”:  with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a Subsidiary.

“Participant”:  as defined in Section 10.6(f).

“Participant Register”:  as defined in Section 10.6(f).

“Patriot Act”:  as defined in Section 10.17.

“PBGC”:  the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“Pension Plan”:  any employee pension benefit plan (as defined in Section 3(2) of ERISA) (other than a Multiemployer Plan or a Foreign Pension Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Group

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Member or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Permitted Acquisitions”:  as defined in Section 7.8(i).

“Permitted Equity Issuance”:  any sale or issuance of any Qualified Capital Stock of Holdings (or contributions to the capital of Holdings) to the extent not prohibited under any Loan Document.

“Permitted Investors”:  the collective reference to the Sponsor and its Control Investment Affiliates.

“Permitted Refinancing”:  with respect to any Person, any modification, refinancing, refunding, renewal, extension or replacement of any Indebtedness of such Person; provided that:

(a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, extended or replaced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees (including original issue discount) and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, extension or replacement and by an amount equal to any existing commitments unutilized thereunder;

(b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.2(e), such modification, refinancing, refunding, renewal, extension or replacement has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, extended or replaced (excluding the effect of any prepayments of scheduled amortization); and

(c)  (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed, extended or replaced is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, extension or replacement is subordinated in right of payment to the Obligations, (ii) the terms and conditions of any such modified, refinanced, refunded, renewed, extended or replaced Indebtedness are market terms on the date of issuance (as determined in good faith by the Borrower) and are not, taken as a whole, materially more restrictive than the covenants and events of default contained in this Agreement (provided that if such Indebtedness contains any financial maintenance covenants, such covenants shall not be tighter than those contained in this Agreement), (iii) such modification, refinancing, refunding, renewal, extension or replacement is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed, extended or replaced or any other Person who would have been permitted to incur such Indebtedness hereunder and (iv) to the extent that the Liens securing the Indebtedness being refinanced is subordinated to the Liens securing the Obligations, any Lien securing such refinancing Indebtedness is subordinated to the Liens securing the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the applicable subordination language (if any) for the Indebtedness being refinanced.

“Person”:  an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan”:  any employee benefit plan as defined in Section 3(3) of ERISA, including any employee welfare benefit plan (as defined in Section 3(1) of ERISA) and any employee pension benefit

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plan (as defined in Section 3(2) of ERISA), but other than any Multiemployer Plan or Foreign Pension Plan, in respect of which any Group Member or, solely with respect to any such plan that is subject to Title IV of ERISA, any ERISA Affiliate, is an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate”:  the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A. in connection with extensions of credit to debtors).

“Pro Forma Balance Sheet”:  as defined in Section 4.1(a).

“Pro Forma Basis”:  with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.4.

“Pro Forma Compliance”:  with respect to any covenant in Section 7.1, compliance on a Pro Forma Basis with such covenant in accordance with Section 1.4.

“Prohibited Transaction”:  as defined in Section 406 of ERISA and Section 4975(f)(3) of the Code.

“Projections”:  as defined in Section 6.2(c).

“Properties”:  as defined in Section 4.17(a).

“Purchasing Borrower Party”:  Holdings or any Subsidiary of Holdings that becomes an Eligible Assignee or a Participant pursuant to Section 10.6.

“Qualified Capital Stock”:  Capital Stock that is not Disqualified Capital Stock.

“Qualifying IPO”:  the issuance by Holdings (or any direct or indirect parent thereof) of its common Capital Stock in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) (a) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) or (b) after which the common Capital Stock of Holdings or any direct or indirect parent of Holdings are listed on an internationally recognized securities exchange or dealer quotation system.

“Ratio-Based Incremental Facility”:  as defined in Section 2.23(a).

“Recipient”:  as applicable, (a) the Administrative Agent, (b) any Lender and (c) the Issuing Lender.

“Recovery Event”:  any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

“Refunded Swingline Loans”:  as defined in Section 2.7(b).

“Register”:  as defined in Section 10.6(d).

“Regulation U”:  Regulation U of the Board as in effect from time to time.

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“Reorganization”:  with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Replaced Term Loans”:  as defined in Section 10.1.

“Replacement Term Loans”:  as defined in Section 10.1.

“Reportable Event”:  any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under applicable regulations as in effect on the date hereof, with respect to a Pension Plan.

“Repricing Event”:  (a) any prepayment or repayment of Term Loans using proceeds of, or any conversion of Term Loans into, or any new or replacement tranche of term loans or Indebtedness incurred by the Borrower from a substantially concurrent incurrence of syndicated term loans for which the interest rate payable thereon on the date of such prepayment is lower than the Eurodollar Rate on the date of such prepayment plus the Applicable Margin with respect to the Term Loans on the date of such prepayment, provided that the primary purpose of such prepayment is to refinance Term Loans at a lower interest rate and, for the avoidance of doubt, excludes any new or replacement loans incurred in connection with an acquisition or Change of Control or (b) any repricing of Term Loans pursuant to an amendment hereto resulting in the interest rate payable thereon on the date of such amendment being lower than the Eurodollar Rate on the date of such amendment plus the Applicable Margin with respect to the Term Loans on the date of such amendment.

“Required Lenders”:  at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

“Requirement of Law”:  as to any Person, the Certificate of Incorporation and Bylaws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer”:  the chief executive officer, president or chief financial officer of the Borrower, but in any event, with respect to financial matters, the chief financial officer of the Borrower.

“Restricted Payments”:  any dividend, payment or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of Holdings, the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Capital Stock, or on account of any return of capital to Holdings’, the Borrower’s or a Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof).

“Restricted Subsidiary”:  any Subsidiary of the Borrower other than an Unrestricted Subsidiary.  The Subsidiary Guarantors in existence on the Closing Date shall at all times remain Restricted Subsidiaries.

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“Returns”:  with respect to any Investment, any repayments, interest, returns, profits, dividends, distributions, proceeds, fees, income and amounts received or realized (from Dispositions or otherwise).

“Revolving Commitment”:  as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.  The original amount of the Total Revolving Commitments is $50,000,000.

“Revolving Commitment Increase”:  as defined in Section 2.23(a).

“Revolving Commitment Increase Lender”:  as defined in Section 2.23(a).

“Revolving Commitment Period”:  the period from and including the Closing Date to the Revolving Termination Date.

“Revolving Extensions of Credit”:  as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding and (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“Revolving Facility”:  as defined in the definition of Facility.

“Revolving Lender”:  each Lender that has a Revolving Commitment or that holds Revolving Loans.

“Revolving Loans”:  as defined in Section 2.4(a).

“Revolving Percentage”:  as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (disregarding any Defaulting Lender’s Revolving Commitment) or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding (disregarding any Defaulting Lender’s Revolving Loans); provided that, in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total Revolving Extensions of Credit, the Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Revolving Lenders on a comparable basis.

“Revolving Termination Date”:  November 5, 2015.

“S&P”:  as defined in the definition of Cash Equivalents.

“SEC”:  the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Secured Indebtedness”:  at any date, the aggregate principal amount of all Consolidated Total Debt that is secured by a Lien on any asset of any Group Members at such date.

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“Secured Leverage Ratio”:  as at the last day of any period, the ratio of (a) Secured Indebtedness on such day to (b) Consolidated EBITDA for such period.

“Secured Parties”:  as defined in the Guarantee and Collateral Agreement.

“Security Documents”:  the collective reference to the Guarantee and Collateral Agreement, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Senior Unsecured Note Indenture”:  the Indenture entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Unsecured Notes, together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith.

“Senior Unsecured Notes”:  the senior unsecured notes of the Borrower issued on the Closing Date pursuant to the Senior Unsecured Note Indenture.

“Solvent”:  with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Cash Management Agreement”:  any agreement providing for treasury, depositary, purchasing card or cash management services, including in connection with any automated clearing house transfers of funds or any similar transactions between the Borrower or any Guarantor and any Lender or Affiliate thereof, which has been designated by such Lender and the Borrower, by notice to the Administrative Agent not later than ninety days after the execution and delivery by the Borrower or such Guarantor, as a “Specified Cash Management Agreement”.

“Specified Change of Control”:  a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Unsecured Note Indenture.

“Specified Representations”:  as defined in Section 5.1(m).

“Specified Swap Agreement”:  any Swap Agreement in respect of interest rates, currency exchange rates or commodity prices entered into by the Borrower or any Guarantor and any Person that is a Lender or an Affiliate of a Lender at the time such Swap Agreement is entered into.

“Specified Transaction”:  any incurrence or repayment of Indebtedness (other than for working capital purposes), any Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower or any Investment constituting an Acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a

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business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise.

“Sponsor”:  Avista Capital Partners and its Affiliates.

“Sponsor Management Agreement”:  the Advisory Services and Monitoring Agreement, dated as of November 5, 2010, by and between Avista Capital Holdings, L.P. and the Borrower.

“Subsidiary”:  as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Guarantor”:  each Subsidiary of the Borrower other than any (a) Foreign Subsidiary and (b) Unrestricted Subsidiary.

“Successor Company”:  as defined in Section 7.4(d).

“Swap Agreement”:  (a) any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a “Swap Agreement”; and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value”:  in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which may include Administrative Agent, a Lender or any Affiliate of the Administrative Agent or a Lender).

“Swingline Commitment”:  the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $5,000,000.

“Swingline Lender”:  JPMorgan Chase Bank, N.A., in its capacity as the lender of Swingline Loans.

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“Swingline Loans”:  as defined in Section 2.6(a).

“Swingline Participation Amount”:  as defined in Section 2.7(c).

“Syndication Agent”:  as defined in the preamble hereto.

“Taxes”:  any present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Commitment”:  as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrower in a principal amount not to exceed the amount set forth under the heading “Term Commitment” opposite such Lender’s name on Schedule 1.1A.  The original aggregate amount of the Term Commitments is $300,000,000.

“Term Facility”:  as defined in the definition of Facility.

“Term Lender”:  each Lender that has a Term Commitment or that holds a Term Loan.

“Term Loan”:  as defined in Section 2.1, but shall include any New Term Loan made or continued hereunder pursuant to the Amendment and Restatement on the Amendment and Restatement Effective Date.

“Term Loan Maturity Date”:  November 5, 2016.

“Term Loan Standstill Period”:  as defined in Section 8.1(c).

“Term Percentage”:  as to any Term Lender at any time, the percentage which such Lender’s Term Commitment then constitutes of the aggregate Term Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Term Loans then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding).

“Test Period”:  for any date of determination under this Agreement, the then most recently ended period of four consecutive fiscal quarters of the Borrower.

“Total Revolving Commitments”:  at any time, the aggregate amount of the Revolving Commitments then in effect.

“Total Revolving Extensions of Credit”:  at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.

“Transaction Expenses”:  any fees or expenses incurred or paid by Holdings (or any direct or indirect parents thereof), the Borrower or any of its Restricted Restricted Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby (including legal, accounting, auditing and consulting expenses, costs related to insurance premiums paid to cover costs relating to events occurring prior to the Closing Date, and any costs or expenses incurred by Holdings, the Borrower or a Restricted Subsidiary pursuant to or with respect to any management equity plan or stock option plan or any other management or employee benefit plan or any stock subscription or shareholder agreement).

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“Transactions”:  collectively, (a) the Acquisition and the other transactions contemplated by the Acquisition Agreement, (b) the Equity Contribution, (c) the issuance of the Senior Unsecured Notes, (d) the consummation of any other transactions in connection with the foregoing and (e) the payment of Transaction Expenses.

“Transferee”:  any Assignee or Participant.

“Type”:  as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

“United States”:  the United States of America.

“United States Person”:  a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Unrestricted Subsidiary”:  any Subsidiary of the Borrower designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 6.11 subsequent to the date hereof.  In no event shall a Subsidiary Guarantor existing on the Closing Date be deemed an Unrestricted Subsidiary.

“U.S. Tax Certificate”:  as defined in Section 2.19(f)(ii)(D).

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

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

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

“Wholly Owned Subsidiary”:  as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“Withdrawal Liability”:  any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Title IV of ERISA.

“Withholding Agent”:  any Loan Party and the Administrative Agent.

1.2           Other Definitional Provisions.  (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP (provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a

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similar effect) to value any Indebtedness or other liabilities of any Group Member at “fair value”, as defined therein), (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time.

(c) The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

1.3           Cumulative Growth Amount Transactions.  If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Cumulative Growth Amount immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.

1.4           Pro Forma Calculations.  (a)   Notwithstanding anything to the contrary herein, the Consolidated Leverage Ratio, the Secured Leverage Ratio and the Consolidated Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.4; provided that notwithstanding anything to the contrary in clause (b) or (c) of this Section 1.4, when calculating the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio, as applicable, for the purposes of (i) the ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.1, the events described in this Section 1.4 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

(b) For purposes of calculating the Consolidated Leverage Ratio, the Secured Leverage Ratio and the Consolidated Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period.  If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings, the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.4, then the Consolidated Leverage Ratio, the Secured Leverage Ratio and the Consolidated Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.4.

(c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower

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and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and synergies relating to such Specified Transaction that are certified by the chief financial officer of the Borrower to the Administrative Agent as being (i) factually supportable and reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (ii) reasonably anticipated to be realized within twelve months after the closing date of such Specified Transaction (provided, that to the extent any such operational changes are not associated with a transaction, such changes shall be limited to those for which all steps have been taken for realizing such savings) (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating 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 in no event shall a pro forma adjustment under this clause (c) increase Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies by more than 12.5% for any Test Period.

(d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Leverage Ratio, the Secured Leverage Ratio and the Consolidated Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Leverage Ratio, the Secured Leverage Ratio and the Consolidated Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Consolidated Leverage Ratio or the Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Consolidated Interest Coverage Ratio.  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 date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period.  Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.  Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chose, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate.

(e) To the extent that the Borrower is required to demonstrate Pro Forma Compliance with the financial covenants set forth in Section 7.1 at any time prior to the date on which financial statements for March 31, 2011 are required to be delivered, the Borrower will be required to demonstrate compliance with the covenant levels then in effect for March 31, 2011.

SECTION 2.           AMOUNT AND TERMS OF COMMITMENTS

2.1           Term Commitments.  Subject to the terms and conditions hereof, each Term Lender severally agrees to make a term loan (a “Term Loan”) to the Borrower on the Closing Date in an amount not to exceed the amount of the Term Commitment of such Lender.  The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the

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Administrative Agent in accordance with Sections 2.2 and 2.12.  On the Amendment and Restatement Effective Date, the New Term Loans shall constitute, on the terms provided in the Amendment and Restatement, Term Loans and the Continuing Term Loans (as defined in the Amendment and Restatement) shall be ratified and confirmed as Term Loans in all respects.

2.2           Procedure for Term Loan Borrowing.  The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed.  The Term Loans made on the Closing Date shall initially be ABR Loans unless the Borrower shall have given the notice required for a Eurodollar Borrowing under Section 2.5 and provided an indemnity letter extending the benefits of Section 2.20 to Lenders in respect of such Borrowings, and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date that is sixty days after the Closing Date.  Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof.  Not later than 12:00 Noon, New York City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender.  The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds.

2.3           Repayment of Term Loans.  The principal amount of the Term Loan of each Lender shall be repaid in consecutive quarterly installments (each due on the last day of each calendar quarter, except for the last such installment), commencing on March 31, 2011, each of which shall be in an amount equal to such Lender’s Term Percentage multiplied by (i) in the case of each quarterly installment occurring prior to the Term Loan Maturity Date, an amount equal to 0.25% of the aggregate amount of the Term Loan made on the Closing Date, as reduced from time to time, in accordance with Section 2.17(b), and (ii) on the Term Loan Maturity Date, the remaining aggregate principal amount of the Term Loans.

2.4           Revolving Commitments.  (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment.  During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.  The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12.

(b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.

2.5           Procedure for Revolving Loan Borrowing.  The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested

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Borrowing Date, in the case of ABR Loans) (provided that any such notice of a borrowing of ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 12:00 Noon, New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor.  Any Revolving Loans made on the Closing Date shall initially be ABR Loans and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Revolving Loan may be made as, converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date that is sixty days after the Closing Date.  Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.7.  Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof.  Each Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent.  Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.

2.6           Swingline Commitment.  (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero.  During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof.  Swingline Loans shall be ABR Loans only.

(b) The Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower shall repay all Swingline Loans then outstanding.

2.7           Procedure for Swingline Borrowing; Refunding of Swingline Loans.  (a)  Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period).  Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof.  Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Administrative Agent at the Funding

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Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender.  The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower with the Administrative Agent on such Borrowing Date in immediately available funds.

(b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s notice given by the Swingline Lender no later than 12:00 Noon, New York City time, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender.  Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice.  The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans.  The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans.

(c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8.1(f) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.7(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.7(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans.

(d) Whenever, at any time after the Swingline Lender has received from any Revolving Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(e) Each Revolving Lender’s obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving

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Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

2.8           Commitment Fees, etc.  (a)  The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the Closing Date.

(b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations contained therein.

2.9           Termination or Reduction of Revolving Commitments.  The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments.  Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect.

2.10         Optional Prepayments.  (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (subject to the requirements of Section 2.10(c)), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.20.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid.  Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.  Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

(b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under this Section 2.10 if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

(c) Notwithstanding anything to the contrary in this Section 2.10 or Section 2.11, any prepayment or repricing of the Term Loans effected on or prior to the first anniversary of the Closing Date as a result of a Repricing Event shall be accompanied by a fee equal to 1.00% of the principal amount of Term Loans prepaid or repriced, unless such fee is waived by the applicable Term Lender.  If in connection with a Repricing Event on or prior to such first anniversary any Lender is replaced as a result of its being a Non-Consenting Lender in respect of such Repricing Event pursuant to Section 2.22, such Lender shall be entitled to the fee provided under this Section 2.10.

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2.11         Mandatory Prepayments.  (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d).

(b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, such Net Cash Proceeds shall be applied no later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d).

(c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2011, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the excess of (i) the ECF Percentage of such Excess Cash Flow, over (ii) the sum of (A) all voluntary prepayments of Term Loans during such fiscal year and (B) all voluntary prepayments of Revolving Loans during such fiscal year to the extent the Revolving Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (A) and (B), to the extent such prepayments are funded with the Borrower’s internally generated cash, toward the prepayment of the Term Loans as set forth in Section 2.11(d).  Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.

(d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied in accordance with Section 2.17(b).  The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans.  Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

(e) Limitation of Prepayment Obligations.  Notwithstanding any other provisions of Section 2.11 to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary (“Foreign Asset Sale”), the Net Cash Proceeds of any Casualty Event received by a Foreign Subsidiary (“Foreign Recovery Event”), the Net Cash Proceeds of any incurrence of Indebtedness by a Foreign Subsidiary to the extent required to repay the Term Loans pursuant to Section 2.11(a) (“Foreign Indebtedness Event”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower (the Borrower hereby agreeing to use (or cause the applicable Foreign Subsidiary to use) all commercially reasonable efforts to promptly overcome or eliminate any such restrictions on repatriation, passing on or other use for the benefit of the Borrower and/or use the other cash sources of Holdings, the Borrower and its Restricted Subsidiaries to make the relevant repayment) and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term Loans pursuant to Section 2.11.

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2.12         Conversion and Continuation Options.  (a)  The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto.  The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations; and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.13         Limitations on Eurodollar Tranches.  Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar Tranches shall be outstanding at any one time.

2.14         Interest Rates and Payment Dates.  (a)  Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c)  (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.14 plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans under the Revolving Facility plus 2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to

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ABR Loans under the Revolving Facility plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment).

(d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section 2.14 shall be payable from time to time on demand.

2.15         Computation of Interest and Fees.  (a)  Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate.  Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Sections 2.14(a), (b) and (c).

2.16         Inability to Determine Interest Rate.  If prior to the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b)  the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter.  If such notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans.  Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

2.17         Pro Rata Treatment and Payments.  (a)  Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any

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reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders.

(b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders.  The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.11 shall be applied, first, to the next four successive installments in direct order of maturity and, second, to reduce the then remaining installments of the Term Loans, pro rata based on the respective then remaining principal amounts thereof.  The amount of each voluntary principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Term Loans as directed by the Borrower.  Amounts prepaid on account of the Term Loans may not be reborrowed.

(c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.

(d) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds.  The Administrative Agent shall distribute such payments to each relevant Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7.  If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.  In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent.  A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error.  If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrower.

(f) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not

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make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount.  If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

(g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.7(b), 2.7(c), 2.17(e), 2.17(f), 3.4(a) or 9.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Lender to satisfy such Lender’s obligations to it under any such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

2.18         Requirements of Law.

(a)  If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Other Connection Taxes on gross or net income, profits or receipts (including value-added or similar Taxes) and (C) Excluded Taxes) on its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(ii) shall impose, modify or hold applicable any reserve (including, without any limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender or such other Recipient, by an amount that such Lender or other Recipient deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender or such other Recipient, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable; provided that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted or issued.  If any Lender or such other Recipient becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly

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notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error.  Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect.  The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.19         Taxes.

(a) Withholding of Taxes; Gross-Up.  Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law.  If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law.  If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

(b) Payment of Other Taxes by the Borrower.  The Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Borrower.  The Loan Parties shall jointly and severally indemnify each Recipient for any Indemnified Taxes that are paid or payable by such Recipient in connection with any Loan Document (including amounts paid or payable under this Section 2.19(d)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes

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were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Loan Parties shall not be obligated to indemnify any such Recipient for liability resulting from such Recipient’s gross negligence or willful misconduct or its failure to give notice thereof to the Loan Parties within a reasonable period after it becomes aware of such Indemnified Taxes.  The indemnity under this Section 2.19(d) shall be paid within ten days after the Recipient delivers to any Loan Party a certificate stating the amount of any Indemnified Taxes so paid or payable by such Recipient.  Such certificate shall be conclusive of the amount so paid or payable absent manifest error.  Such Recipient shall deliver a copy of such certificate to the Administrative Agent.

(e) Indemnification by the Lenders.  Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  The indemnity under this Section 2.19(e) shall be paid within ten days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent.  Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

(f) Status of Lenders.  (i)  Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding.  In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.19(f)(ii) and (iii) below) shall not be required if in the Lender’s judgment such completion, execution or submission would materially prejudice the legal or commercial position of such Lender.  Upon the reasonable request of such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.19(f).  If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten days after such expiration, obsolescence or inaccuracy) notify such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

(ii) Without limiting the generality of the foregoing, if the Borrower is a U.S. Person, any Lender with respect to such Borrower shall, if it is legally eligible to do so, deliver to such Borrower and the Administrative Agent (in such number of copies reasonably requested by such Borrower and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed and executed copies of whichever of the following is applicable:

(A)in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

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(B)in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(C)in the case of a Non-U.S. Lender for whom payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;

(D)in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN and (2) a certificate substantially in the form of Exhibit E (a “U.S. Tax Certificate”) to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code nor (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;

(E)in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a U.S. Tax Certificate on behalf of such partners; or

(F)any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Borrower or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.

(iii) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the

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Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  For purposes of this Section 2.19(f)(iii), FATCA shall include any regulations or official interpretations thereof.

(g) Treatment of Certain Refunds.  If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.19 (including additional amounts paid pursuant to this Section 2.19), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such indemnified party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this Section 2.19(g), in no event will any indemnified party be required to pay any amount to any indemnifying party pursuant to this Section 2.19(g) if such payment would place such indemnified party in a less favorable position (on a net after-Tax basis) than such indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.  This Section 2.19(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other Person.

(h) Issuing Lender.  For purposes of Sections 2.19(e) and (f), the term “Lender” includes any Issuing Lender.

2.20         Indemnity.  The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto.  Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the lost profits included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market; provided that no Eurodollar or ABR “floor” will be taken into account in any such determination.  A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error.  This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

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2.21         Change of Lending Office.  Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.18 or 2.19 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage; and provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.18 or 2.19.

2.22         Mitigation Obligations; Replacement of Lenders.  The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.18 or 2.19(a), (b) becomes a Defaulting Lender, or (c) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained) (any such Lender, a “Non-Consenting Lender”), with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.18 or 2.19(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.18 or 2.19(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

2.23         Incremental Credit Extensions.

(a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional tranches of term loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with the “Incremental Term Loans, the “Incremental Extensions of Credit”); provided that (x) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and (y) the Borrower shall be in compliance with the covenants set forth in Section 7.1 determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.1(a) or 6.1(b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding and fully borrowed on the last day of such fiscal quarter of the Borrower for testing compliance therewith.  Each Incremental Extension of Credit shall be in an aggregate principal amount that is not less than $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence).  Notwithstanding anything to the contrary herein, the aggregate amount of any Incremental Extension of Credit, when taken together with all other Incremental Extensions of Credit to date, shall not exceed $75,000,000; provided that the Borrower may incur additional Incremental

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Extensions of Credit (a “Ratio-Based Incremental Facility”) without giving effect to such limitation (x) in an aggregate amount not to exceed $175,000,000 to finance Permitted Acquisitions, so long as the Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.1(a) or 6.1(b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Loans in an amount equal to the full amount of any such Revolving Commitment Increase) had been outstanding on the last day of such four-quarter period, shall not exceed 3.00 to 1.00 and (y) for any purpose so long as the Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.1(a) or 6.1(b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Loans in an amount equal to the full amount of any such Revolving Commitment Increase) had been outstanding on the last day of such four-quarter period, shall not exceed 2.00 to 1.00.

(b) The Incremental Extensions of Credit shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans.  The Incremental Term Loans (i) shall not mature earlier than the Term Loan Maturity Date and shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the Term Loans (except by virtue of amortization of or prepayment of the Term Loans and prepayments of scheduled amortization prior to such date of determination) and (ii) except as set forth above and below, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (x) the interest rates (subject to clause (y) below) and amortization schedule (subject to clause (i) above) applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof, (y) in the event that the yield on any Incremental Term Loans (taking into account interest margins, minimum Eurodollar Base Rate, minimum ABR, upfront fees and OID on such term loans with upfront fees and OID equated to interest margins based on an assumed four year life to maturity, but excluding upfront fees, ticking fees, arranging fees and any other fees not paid to the market generally) (the “Incremental Yield”) exceeds the yield on the Term Facility by more than 0.50%, then the interest margins for the Term Loans shall automatically be increased to a level such that the yield on the Term Loans shall be 0.50% below the Incremental Yield and (z) to the extent such terms applicable to the Incremental Term Loans are not consistent with the then existing Term Loans (except as permitted by the immediately preceding clause (x)), such terms shall be mutually agreed to by the Borrower and the Administrative Agent.

(c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit.  Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender or by any other bank or other financial institution as determined by the Borrower (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent, Issuing Lender and Swingline Lender shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.6(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Lender or Additional Lender.

(d) Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent.  The Incremental

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Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.  The making of any loans pursuant to any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 5.2(a) (unless waived by the Additional Lender), Section 5.2(b) and such other conditions as the parties thereto shall agree.  The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement.  No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees.

(e) Upon each increase in the Revolving Commitments pursuant to this Section, (i) each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (ii) if on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.20. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(f) This Section 2.23 shall supersede any provisions in Section 2.17 or 10.1 to the contrary.

2.24         Defaulting Lenders.  Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) commitment fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.8;

(b) the Revolving Commitment and Revolving Extensions of Credit of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.1); provided that (i) such Defaulting Lender’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest or fees payable on, Loans or L/C Obligations may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent;

(c) if any Swingline Loans are outstanding or L/C Obligations exist at the time such Lender becomes a Defaulting Lender then:

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(i) all or any part of such Lender’s Swingline Participation Amount or Revolving Percentage of the L/C Obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Swingline Participation Amount or Revolving Percentage, as applicable, but only to the extent the sum of all non-Defaulting Lenders’ Revolving Extensions of Credit plus such Defaulting Lender’s Swingline Participation Amount and Revolving Percentage of the L/C Obligations does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments;

(ii)  if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Lender only the Borrower’s obligations corresponding to such Defaulting Lender’s Revolving Percentage of the L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 8.1 for so long as such L/C Obligations are outstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s Revolving Percentage of the L/C Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.3 with respect to such Defaulting Lender’s Revolving Percentage of the L/C Obligations during the period such Defaulting Lender’s Revolving Percentage of the L/C Obligations is cash collateralized;

(iv) if the Revolving Percentage of the L/C Obligations of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.8 and 3.3 shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Percentages; and

(v) if all or any portion of such Defaulting Lender’s Revolving Percentage of the L/C Obligations is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all Commitment Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and all letter of credit fees payable under Section 3.3 with respect to such Defaulting Lender’s shall be payable to the Issuing Lender until and to the extent that such Defaulting Lender’s Revolving Percentage of the L/C Obligations is reallocated and/or cash collateralized.

(d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding L/C Obligations will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.24(c), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.24(c)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event with respect to a Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Lender, as the case may be, shall have entered

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into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or the Issuing Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Commitment and L/C Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Percentage.

SECTION 3.           LETTERS OF CREDIT

3.1           L/C Commitment.  (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero.  Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date; provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date up to ninety days after the Revolving Termination Date so long as the Borrower cash collateralizes such Letter of Credit pursuant to arrangements acceptable to the Issuing Lender on or prior to the date which is five Business Days prior to the Revolving Termination Date and the relevant Issuing Lender shall have agreed to provide such Letter of Credit at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided, further, that any Letter of Credit (other than a Letter of Credit to which Section 2.24(c)(ii) applies) with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied).

(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

3.2           Procedure for Issuance of Letter of Credit.  The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request.  Upon receipt of a duly completed and executed Application, and any certificates, documents and other papers and information delivered to the Issuing Lender in connection therewith, the Issuing Lender shall process such Application in accordance with its customary procedures and promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days (or such shorter period as such Issuing Lender may agree) after its receipt of the duly completed and executed Application therefor and all such other certificates, documents and other papers and information referred to herein and therein relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower.  The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower

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promptly following the issuance thereof.  The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

3.3           Fees and Other Charges.  (a) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date.  In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.20% per annum on the stated amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date.

(b)  In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

3.4           L/C Participations.  (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder.  Each L/C Participant agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, the Administrative Agent (acting at the direction of the Issuing Lender shall be required to be returned by it at any time), shall make a demand on such L/C Participant to pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.  Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360.  If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility.  A

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certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

(c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

3.5Reimbursement Obligation of the Borrower.  If any draft is paid under any Letter of Credit, the Borrower shall reimburse the Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment, not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice.  Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds.  Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.14(b) and (y) thereafter, Section 2.14(c).

3.6Obligations Absolute.  The Borrower’s obligations under this Section 3 shall be absolute, unconditional and irrevocable under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person.  The Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity, genuineness or enforceability of drafts, documents, Letters of Credit or this Agreement, or any term or provision therein or of any endorsements thereon, even though such drafts or documents shall in fact prove to be invalid, fraudulent or forged in any respect or any statement therein being untrue or inaccurate in any respect, any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.  The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender.  The Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Issuing Lender to the Borrower.

3.7Letter of Credit Payments.  If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Borrower of the date and amount thereof.  The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in

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such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

3.8Applications.  To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply.

SECTION 4.REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, Holdings and the Borrower hereby jointly and severally represent and warrant to the Administrative Agent and each Lender that:

4.1Financial Condition.  (a)The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries as at June 30, 2010 (including the notes thereto), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans to be made and the Senior Unsecured Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing (such unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income being referred to herein as the “Pro Forma Balance Sheet”).  The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed by Holdings to be reasonable as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at June 30, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date.

(b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at June 30, 2009 and June 30, 2010, and the consolidated statements of income and of cash flows for the fiscal years ended on June 30, 2008, June 30, 2009 and June 30, 2010, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations for the respective fiscal years covered thereby.  All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction applied consistently throughout the periods involved (except as otherwise noted therein or in the notes thereto).

4.2No Change.  Since June 30, 2010, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

4.3Existence; Compliance with Law.  Each Group Member (a) is duly organized or formed, validly existing and, as applicable, in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law; except in each case (other than with respect to clause (a)), to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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4.4Power; Authorization; Enforceable Obligations.  (a)  Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder.

(b) Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement.

(c) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) those consents, authorizations, filings and notices, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d) Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto.

(e) This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.5No Legal Bar.  The execution, delivery and performance by each Group Member of this Agreement and the other Loan Documents to which such Person is party, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not (a) contravene the terms of the Certificate of Incorporation and Bylaws or other organizational or governing documents of such Person, (b) violate any Requirement of Law or any Contractual Obligation of any Group Member and (c) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than Liens not prohibited by the Loan Documents); except with respect to any contravention, or violation referred to in clause (b) to the extent such contravention or violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.6Litigation.  No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings or the Borrower, threatened in writing by or against any Group Member or against any of their respective properties or revenues (a) purport to restrain or contest entry into or performance under the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.7No Default.  No Group Member is in default under or with respect to any Contractual Obligations that could reasonably be expected to have a Material Adverse Effect.  No Default or Event of Default has occurred and is continuing.

4.8Ownership of Property; Liens.  Each Group Member has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, license to, or to the knowledge of Holdings and the Borrower, the right to use all its other property, and none of

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such property is subject to any Lien except as permitted by Section 7.3 and except for defects in title that, or where the failure to have good title or license or right to use such property could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.9Intellectual Property.  Each Group Member owns, or is licensed to use, all material Intellectual Property necessary for the conduct of its business as currently conducted.  Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect (i) no material claim, litigation, investigation or other proceeding has been asserted and is pending or, to the knowledge of the Borrower, threatened in writing by any Person challenging the use of any Intellectual Property owned or exclusively licensed by any Group Member or the validity of any Intellectual Property owned or exclusively licensed by any Group Member and (ii) to the knowledge of Holdings and the Borrower, the use of Intellectual Property owned or exclusively licensed by each Group Member does not infringe or misappropriate the rights of any Person in any material respect and, to such Group Member’s knowledge, such Grantor’s Intellectual Property is not being infringed or misappropriated by any other Person. Each Group Member takes commercially reasonable steps to maintain and protect the secrecy and confidentiality of all trade secrets and other confidential information owned by such Group Member except where such failure to protect such confidential information and/or trade secrets could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.10Taxes.  Each Group Member has filed or caused to be filed all Federal, state and other Tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority other than, in each case, (a) any amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member or (b) where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

4.11Federal Regulations.  No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used (a) for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect for any purpose that violates the provisions of the Regulations of the Board or (b) for any purpose that violates the provisions of the Regulations of the Board.

4.12Labor Matters.  Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:  (a) there are no strikes or other labor disputes against any Group Member pending or, to the knowledge of Holdings or the Borrower, threatened; and (b) hours worked by and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters.

4.13ERISA.  (a)  Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each Group Member and each of their respective ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans; (ii) no ERISA Event has occurred or is reasonably expected to occur; and (iii) all amounts required by applicable law with respect to, or by the terms of, any retiree welfare benefit arrangement maintained by any Group Member or to which any Group Member has an obligation to contribute have been accrued in accordance with Statement of Financial Accounting Standards No. 106.  The present value of all accumulated benefit obligations under each Pension Plan (based on the assumptions used for the purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than a material

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amount the fair market value of the assets of such Pension Plan allocable to such accrued benefits, and the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for the purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than a material amount the fair market value of the assets of all such underfunded Pension Plans.

(b)  Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) all employer and employee contributions required by applicable law or by the terms of any Foreign Pension Plan to have been made by a Group Member have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) the accrued benefit obligations of each Foreign Pension Plan (based on those assumptions used to fund such Foreign Pension Plan) with respect to all current and former participants do not exceed the assets of such Foreign Pension Plan; (iii) each Foreign Pension Plan that is required to be registered by a Group Member has been registered and has been maintained in good standing with applicable regulatory authorities; and (iv) each Foreign Pension Plan is in compliance (A) with all material provisions of applicable law and all material applicable regulations and published interpretations thereunder with respect to such Foreign Pension Plan and (B) with the terms of such plan or arrangement.

4.14Investment Company Act.  None of Holdings, the Borrower or any of its Restricted Subsidiaries are required to register as an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

4.15Subsidiaries.  Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary as of the Closing Date, and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party.

4.16Use of Proceeds.  The proceeds of the Term Loans shall be used to finance a portion of the Acquisition and to pay related fees and expenses.  The proceeds of the Revolving Loans and the Swingline Loans, and the Letters of Credit, shall be used to provide ongoing working capital and for general corporate purposes of Holdings and its Subsidiaries (including Permitted Acquisitions).

4.17Environmental Matters.  Except as could not reasonably be expected to have a Material Adverse Effect:

(a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain any soil or groundwater contamination by Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law;

(b) no Group Member has received or is aware of any currently unresolved written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does Holdings or the Borrower have knowledge that any such notice will be received or is being threatened;

(c) Materials of Environmental Concern have not been transported or disposed of from the Properties, or otherwise released by any Group Member, in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law;

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(d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders outstanding under any Environmental Law with respect to the Properties or the Business;

(e) the Properties and all operations at the Properties are in compliance, and have in the last two years been in compliance, with all applicable Environmental Laws; and

(f) no Group Member has contractually assumed any liability of any other Person under Environmental Laws.

This Section 4.17 contains the sole and exclusive representations and warranties of the Borrower with respect to Environmental Laws.

4.18Accuracy of Information, etc.  No report, financial statement, certificate, written information or statement furnished by or on behalf of Holdings or the Borrower (other than projections, pro forma financial information, estimates, budgets, other forward-looking information and information of a general economic or industry nature) to the Administrative Agent or the Lenders in connection with the transactions contemplated by this Agreement or the other Loan Documents (as modified or supplemented by other information so furnished) when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained therein (when taken as a whole), in light of the circumstances under which they were made, not materially misleading.  With respect to projections and pro forma financial information referenced above, Holdings and the Borrower represent that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections are not to be viewed as facts or as a guarantee of performance or achievement of any particular results and that actual results may vary from actual results and that such variances may be material and that no assurance can be given that the projected results will be realized.

4.19Security Documents.  (a)  The Guarantee and Collateral Agreement will, upon execution and delivery thereof and upon registration or the taking of any other perfection steps under applicable laws, be effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law).  In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, upon taking possession or control by the Administrative Agent in a jurisdiction subject to the Uniform Commercial Code on behalf of the Secured Parties of such stock certificates representing such Pledged Stock with respect to which a security interest may be perfected by possession or control under the Uniform Commercial Code (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, the perfection of which can be obtained through the filing of Uniform Commercial Code financing statements, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof (to the extent perfection can be achieved through the filings described therein), as security for the Obligations (as

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defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (subject to Liens permitted by Section 7.3).

(b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person.  Schedule 1.1B lists, as of the Closing Date, each parcel of real property owned by any Loan Party located in the United States that has a value, in the reasonable opinion of the Borrower, in excess of $2,000,000.

4.20Solvency.  On the Closing Date, and after giving effect to the Transactions, the Loan Parties, on a consolidated basis, are Solvent.

4.21Subordination of Junior Financing.  The Obligations are “Senior Secured Financing” (or any comparable term), “Senior Indebtedness” (or any comparable term) or “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

4.22Regulation H.  No Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968, unless flood insurance is in place in accordance with the National Flood Insurance Act of 1968.

4.23Certain Documents.  The Borrower has delivered to the Administrative Agent a complete and correct copy of the Acquisition Documentation and the Senior Unsecured Note Indenture, including any amendments, supplements or modifications with respect to any of the foregoing as in effect on the Closing Date.

SECTION 5.CONDITIONS PRECEDENT

5.1Conditions to Initial Extension of Credit.  The agreement of each Lender to make the initial extension of credit requested to be made by it is subject to the satisfaction or waiver, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:

(a) Credit Agreement; Guarantee and Collateral Agreement.  The Administrative Agent shall have received (i) executed counterparts to this Agreement and (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor.

(b) Acquisition, etc.  The following transactions shall have been consummated prior to or concurrently with the initial extensions of credit on the Closing Date:

(i) the Acquisition shall have been consummated pursuant to the Acquisition Agreement, and no provision of the Acquisition Agreement shall have been amended or waived, and no consent shall be given or request shall have been made by Holdings or the Borrower resulting in an action taken by the Borrower or its Subsidiaries, in any respect that is materially adverse to the Lenders without the prior written consent of the Administrative Agent;

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(ii) Holdings shall have received a cash common equity contribution from the Sponsor in an aggregate amount, together with a maximum aggregate amount of up to $5,000,000 in rolled equity and a maximum aggregate amount of up to $5,000,000 of cash common equity contributed by management and board member co-investors, equal to at least 32% of the pro forma total consolidated capitalization of Holdings, and such proceeds shall have been contributed to the Borrower; and

(iii) the Borrower shall have received at least $275,000,000 in gross cash proceeds from the issuance of the Senior Unsecured Notes.

(c) Pro Forma Balance Sheet; Financial Statements.  The Administrative Agent shall have received (i) the Pro Forma Balance Sheet and (ii) audited consolidated balance sheets for the 2009 and 2010 fiscal years and the statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the 2008, 2009 and 2010 fiscal years.

(d) Lien Searches.  The Administrative Agent shall have received the results of a recent Lien search with respect to each Loan Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 7.3 or discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent.

(e) Fees.  All fees required to be paid on the Closing Date, and reasonable out-of-pocket expenses required to be paid on the Closing Date to the extent invoiced prior to the Closing Date.  All such amounts will be paid with proceeds of Loans made on the Closing Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Closing Date.

(f) Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates.  The Administrative Agent shall have received (i) a certificate of each Loan Party, dated as of the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form (if available) good standing certificate for each Loan Party from its jurisdiction of organization.

(g) Legal Opinion.  The Administrative Agent shall have received an executed legal opinion of Kirkland & Ellis LLP, counsel to the Borrower and its Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent.

(h) Pledged Stock; Stock Powers.  The Administrative Agent shall have received the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof.

(i) Filings, Registrations and Recordings.  Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral in the United States described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.3), shall be in proper form for filing, registration or recordation.

(j) Solvency Certificate.  The Administrative Agent shall have received a certificate from a senior financial officer of Holdings or the Borrower, in form and substance reasonably acceptable to the

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Administrative Agent, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Acquisition and the other Transactions, are Solvent.

(k) Insurance.  The Administrative Agent shall have received evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect.

(l) Patriot Act.  The Administrative Agent shall have received, with respect to such documents and other information requested in writing at least five business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

(m) Accuracy of Acquisition Agreement Representations and Specified Representations.  The representations made by the Borrower in the Acquisition Agreement as are material to the interests of the Lenders (but only to the extent that the Borrower has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement) (the “Acquisition Agreement Representations”) and the representations and warranties set forth in Sections 4.3(a), 4.3(b), 4.3(c), 4.4(a), 4.4(b), 4.4(d), 4.4(e), 4.5(a), 4.11, 4.14, 4.16, 4.19, 4.20 and 4.21 of this Agreement (collectively, the “Specified Representations”), shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “Material Adverse Effect” shall be true and correct in all respects) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (it being understood and agreed that, to the extent any of the Specified Representations are qualified or subject to “Material Adverse Effect” (or an equivalent term), for the purposes of the making of such Specified Representations as of the Closing Date (or a date prior thereto), the definition of “Material Adverse Effect” (or such equivalent terms) shall be “Closing Date Material Adverse Effect”).

(n) Closing Date Material Adverse Effect.  Since June 30, 2010, there has not been a Closing Date Material Adverse Effect.

(o) Transaction Documents.  The Administrative Agent shall have received (i) a certified copy of the Sponsor Management Agreement, including a certification by a Responsible Officer of the Borrower that such agreement is in full force and effect as of the Closing Date and (ii) certified copies of the Acquisition Agreement and Senior Unsecured Notes Indenture, each duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Closing Date.

For the purpose of determining compliance with the conditions specified in this Section 5.1, each Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 5.1 unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

5.2Conditions to Each Extension of Credit.  The agreement of each Lender to make any extension of credit requested to be made by it on any date (other than its initial extension of credit on the Closing Date or as agreed by any Lender as set forth in Section 2.23(d)) is subject to the satisfaction of the following conditions precedent:

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(a) Representations and Warranties.  Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date; provided that (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and (ii) any representation and warranty that is qualified as to “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

(b) No Default.  No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder (other than (i) the initial extension of credit on the Closing Date, (ii) a notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Loans or (iii) as agreed by any Lender as set forth in Section 2.23(d)) shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied.

SECTION 6.AFFIRMATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (unless the outstanding amount of the L/C Obligations related thereto has been cash collateralized or a backstop letter of credit satisfactory to the applicable Issuing Lender is in place) or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder (other than (i) Specified Cash Management Obligations and Specified Swap Agreements and (ii) indemnities and other contingent indemnification and reimbursement obligations that survive repayment of the Loans), each of Holdings and the Borrower shall and shall cause each of its Restricted Subsidiaries to:

6.1Financial Statements.  Furnish to the Administrative Agent (for distribution to each Lender that elects to receive such information):

(a) within ninety days after the end of each fiscal year of the Borrower (or one-hundred and twenty days for the fiscal year ending December 31, 2010), a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification or exception arising out of the scope of the audit, by Ernst & Young LLP or other independent certified public accountants of nationally recognized standing; provided that for the 2010 fiscal year, the Borrower will only be required to deliver the audited materials set forth in this clause covering (i) the period from July 1, 2010 through November 4, 2010 as it applies to the assets and entities acquired pursuant to the Acquisition Agreement and (ii) the period from November 5, 2010 through December 31, 2010 as it applies to the Borrower and its consolidated Subsidiaries; and

(b) within forty-five days after the end of each of the first three quarterly periods of each fiscal year of the Borrower (or ninety days for the fiscal quarter ended September 30, 2010 and sixty days for the fiscal quarters ended December 31, 2010 and March 31, 2011), the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided that, notwithstanding anything herein to the contrary,

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failure to deliver the financial statements for the fiscal quarter ended September 30, 2010 shall only constitute a Default ninety days after such financial statements are due.

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

6.2Certificates; Other Information.  Furnish to the Administrative Agent (for distribution to each Lender that elects to receive such information) or, in the case of clause (g), to the relevant Lender:

(a) within five days of delivery of the financial statements referred to in Section 6.1(a), a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default pursuant to Section 7.1 and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements, (x) for each fiscal quarter ending on or after March 31, 2011, a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with Section 7.1 as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, (1) a description of any change in the jurisdiction of organization of any Loan Party, (2) a list of any U.S. registered Intellectual Property acquired by any Loan Party and (3) a description of any Person that has become a Group Member, in each case since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report so delivered, since the Closing Date);

(c) as soon as available, and in any event no later than forty-five days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect;

(d) concurrently with the delivery of the financial information required by Section 6.1(b), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year;

(e) promptly following the effectiveness thereof, but in any event not later than five Business Days thereafter, copies of any amendment, supplement, waiver or other modification with respect to the Senior Unsecured Note Indenture or the Acquisition Documentation;

(f) within five days after the same are sent, copies of all financial statements and reports that Holdings or the Borrower sends to the holders of any class of its public debt securities or public

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equity securities and, within five days after the same are filed, copies of all financial statements and reports that Holdings or the Borrower may make to, or file with, the SEC;

(g) promptly, such additional financial and other information as any Lender may from time to time reasonably request;

(h) upon each utilization of the Cumulative Growth Amount to finance a transaction in accordance with the terms of this Agreement, a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the Cumulative Growth Amount then in effect and after giving effect to the consummation of the applicable transaction; and

(i) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.1(a) and 6.1(b), the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Notwithstanding anything herein to the contrary, the filing with the Securities and Exchange Commission of the information required to be delivered pursuant to Sections 6.1(a), 6.1(b), 6.2(c) and 6.2(e), within the time period specified therein, shall be deemed to satisfy such covenant; provided that the Borrower shall notify (which may be by facsimile or other electronic transmission) the Administrative Agent of the filing of any such documents and upon reasonable request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

6.3Payment of Obligations.  Except if the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature (excluding any Indebtedness), except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member.

6.4Maintenance of Existence; Compliance.  (a)(i)  Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 or Section 7.5 and except, in the case of clause (i) above, with respect to Immaterial Subsidiaries and, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Requirements of Law except to the extent that failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.5Maintenance of Property; Insurance.  (a) Except if the failure to do so could not reasonably be expected to result in a Material Adverse Effect, keep all tangible property useful and necessary in its business in good working order and condition, ordinary wear and tear, casualty and condemnation excepted and (b) maintain with financially sound and reputable insurance companies (provided that if any such insurance company shall at any time cease to be financially sound and reputable, there shall be no breach of this provision in the event that the Borrower promptly (and in any event within thirty days of such date (or such longer period with the consent of the Administrative Agent)) obtains insurance from an alternative insurance carrier that is financially sound and reputable) insurance with respect to its properties in at least such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and its Restricted Subsidiaries in the same geographic locales) and against at least such risks as

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are customarily insured against in the same general area by companies engaged in the same or a similar business.

6.6Inspection of Property; Books and Records; Discussions.  (a) Keep proper books of records and account in which full, true and correct, in all material respects, entries shall be made of all material dealings and transactions involving its business and activities in a manner that permits the preparation of financial statements in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction (it being understood and agreed that certain Group Members may maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder) and (b) permit representatives of the Administrative Agent or any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Group Members with officers and employees of the Group Members and with their independent certified public accountants upon reasonable advance notice to the Borrower and the applicable Group Members; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.6 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year absent the existence of an Event of Default and only at such time shall it be at the Borrower’s expense; provided, further, (i) that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (ii) the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.  Notwithstanding anything to the contrary in this Section 6.6, none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or (iii) is subject to attorney-client privilege.

6.7Notices.  Promptly give notice to the Administrative Agent (for distribution to each Lender) of:

(a) the occurrence of any Default or Event of Default; and

(b) any matter or event that has resulted or could in the reasonable judgment of any Loan Party reasonably be expected to result in a Material Adverse Effect, including any such matter or event arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, any Contractual Obligation of any Group Member, (ii) any dispute, litigation, investigation or proceeding that may exist at any time between any Loan Party or any Restricted Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development in any litigation or proceeding affecting any Loan Party or any Restricted Subsidiary or (iv) the occurrence of any ERISA Event.

(c) Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action, if any, the relevant Group Member has taken or proposes to take with respect thereto.

6.8Environmental Laws.  (a) Comply with, and ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply in all material

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respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except in each case where failure to comply, ensure compliance or obtain would not reasonably be expected to have a Material Adverse Effect.

(b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions to the extent required under Environmental Laws and promptly comply in all material respects with all legally binding lawful orders and directives of all Governmental Authorities regarding Environmental Laws in each case where failure to do so could reasonably be expected to have a Material Adverse Effect.

6.9Additional Collateral, etc.  (a)  With respect to any property otherwise constituting “Collateral” acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below and (y) any property subject to a Lien expressly permitted by Section 7.3(i)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, subject to paragraph (d) below, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority (subject to Liens permitted by Section 7.3) security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

(b)  With respect to any fee interest in any real property owned by any Loan Party having a value (together with improvements thereof), in the reasonable opinion of the Borrower, of at least $2,000,000 (other than any such real property subject to a Lien expressly permitted by Section 7.3(i)), promptly (i) execute and deliver a first priority (subject to Liens permitted by Section 7.3) Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above.

(c) With respect to any new Restricted Subsidiary (other than any Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority (subject to Liens permitted by Section 7.3) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted

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Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(d) With respect to any new Foreign Subsidiary (other than any Unrestricted Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in 66% of the total outstanding Capital Stock of such new Foreign Subsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(e) Notwithstanding anything to the contrary in the foregoing, (i) the Collateral shall not include (A) deposit accounts, (B) motor vehicles and other assets subject to certificates of title, (C) any fee owned real property with a value of less than $2,000,000 and all leasehold interests (including landlord waivers, estoppels and collateral access letters), (D) assets held by a Foreign Subsidiary or located in a jurisdiction other than the United States, (E) those assets as to which the Administrative Agent shall determine in its sole discretion that the costs of obtaining a security interest therein are excessive in relation to the value of the security to be afforded thereby and (F) more than 66% of the Capital Stock of any Foreign Subsidiary; (ii) the Loan Documents shall not require control agreements with respect to securities accounts, (iii) the guarantees shall not include any guarantee to the extent that the burden or cost (including any potential tax liability) of obtaining such guarantee outweighs the benefit afforded thereby as determined by the Administrative Agent in its sole discretion; (iv) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction); (v) the Loan Documents shall not require the creation of security interests in any assets of, or Capital Stock of, any Unrestricted Subsidiaries; and (vi) Liens required to be granted from time to time pursuant to the Guarantee and Collateral Agreement shall be subject to exceptions and limitations set forth in this Agreement and the Security Documents.

6.10Ratings.  Use commercially reasonable efforts to maintain with Moody’s and S&P public corporate family and a corporate credit rating for the Borrower.

6.11Designation of Subsidiaries.  The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.1 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (c) no Subsidiary in existence as of the Closing Date, after giving

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effect to the Transactions, may be designated as an Unrestricted Subsidiary.  The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book value of such Person’s (as applicable) investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.1).  The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

6.12Post-Closing Covenant.  The Borrower shall take all such actions to deliver and/or execute the certificates or documents set forth on Schedule 6.12.

SECTION 7.NEGATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (unless the outstanding amount of the L/C Obligations related thereto has been cash collateralized or a backstop letter of credit satisfactory to the applicable Issuing Lender is in place) or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder (other than (i) Specified Cash Management Obligations and Specified Swap Agreements and (ii) indemnities and other contingent liabilities that survive repayment of the Loans), each of Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

7.1Financial Condition Covenants.  Until the earlier of (x) the Revolving Termination Date and (y) the date on which the Revolving Commitments are terminated in accordance with Section 2.9:

(a) Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter:

Fiscal Quarter	Consolidated Leverage Ratio
March 31, 2011	7.25:1.00
June 30, 2011	7.25:1.00
September 30, 2011	7.00:1.00
December 31, 2011	7.00:1.00
March 31, 2012	6.75:1.00
June 30, 2012	6.75:1.00
September 30, 2012	6.50:1.00
December 31, 2012	6.25:1.00
March 31, 2013	6.25:1.00
June 30, 2013	6.00:1.00
September 30, 2013	6.00:1.00
December 31, 2013	5.75:1.00
March 31, 2014	5.75:1.00
June 30, 2014	5.50:1.00
September 30, 2014	5.25:1.00
December 31, 2014	5.25:1.00
March 31, 2015	5.25:1.00
June 30, 2015	5.00:1.00
September 30, 2015	5.00:1.00

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Fiscal Quarter	Consolidated Leverage Ratio
December 31, 2015	4.75:1.00
March 31, 2016	4.75:1.00
June 30, 2016	4.75:1.00
September 30, 2016	4.75:1.00

(b) Consolidated Interest Coverage Ratio.  Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter:

Fiscal Quarter	Consolidated Interest Coverage Ratio
March 31, 2011	1.70:1.00
June 30, 2011	1.70:1.00
September 30, 2011	1.70:1.00
December 31, 2011	1.75:1.00
March 31, 2012	1.80:1.00
June 30, 2012	1.80:1.00
September 30, 2012	1.80:1.00
December 31, 2012	1.85:1.00
March 31, 2013	1.90:1.00
June 30, 2013	1.90:1.00
September 30, 2013	1.90:1.00
December 31, 2013	1.90:1.00
March 31, 2014	1.90:1.00
June 30, 2014	2.00:1.00
September 30, 2014	2.00:1.00
December 31, 2014	2.00:1.00
March 31, 2015	2.00:1.00
June 30, 2015	2.00:1.00
September 30, 2015	2.00:1.00
December 31, 2015	2.00:1.00
March 31, 2016	2.00:1.00
June 30, 2016	2.00:1.00
September 30, 2016	2.00:1.00

7.2Indebtedness.  Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:

(a) Indebtedness of any Loan Party pursuant to any Loan Documents;

(b) Indebtedness (i) outstanding on the date hereof and listed on Schedule 7.2(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the date hereof;

(c) Guarantees in respect of Indebtedness of Holdings, the Borrower or any Restricted Subsidiary otherwise permitted hereunder and to the extent permitted as an Investment under Section 7.8 (other than Section 7.8(e)); provided that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Guarantee and Collateral Agreement, and (B) if

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the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(d) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary owing to Holdings, the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.8(c);

(e) (i)Attributable Indebtedness and other Indebtedness (including Capital Lease Obligations) financing the acquisition, construction, repair, replacement, lease or improvement of fixed or capital assets; provided that such Indebtedness is incurred prior to or within two-hundred and seventy days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.5(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii); provided, further, that the aggregate principal amount of all Indebtedness incurred pursuant to this clause (e) shall not exceed the greater of (x) $25,000,000 and (y) 17.5% of Consolidated Net Total Assets (calculated at the time of such incurrence on a pro forma basis), in each case at any time outstanding;

(f) Indebtedness in respect of Swap Agreements designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

(g) Indebtedness assumed in connection with any Permitted Acquisition and any Permitted Refinancing thereof; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition and so long as both immediately prior and after giving effect thereto, (i) no Event of Default shall exist or result therefrom and (ii) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.1; provided that the aggregate principal amount of all Indebtedness incurred pursuant to this clause (g) shall not exceed $25,000,000 at any time outstanding;

(h) Indebtedness incurred to finance a Permitted Acquisition and any Permitted Refinancing thereof; provided such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (i) is unsecured, (ii) both immediately prior and after giving effect thereto, (A) no Event of Default shall exist or result therefrom and (B) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.1, (iii) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Term Loan Maturity Date, and (iv) has other terms and conditions that are market terms on the date of incurrence (as determined in good faith by the Borrower); provided, further, the aggregate principal amount of all Indebtedness incurred pursuant to this clause (h) shall not exceed $175,000,000 at any time outstanding

(i) Indebtedness representing deferred compensation to employees of Holdings, the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business;

(j) Indebtedness consisting of promissory notes issued by Holdings, the Borrower or any of its Restricted Subsidiaries to current or former officers, directors, employees and consultants, their respective estates, heirs, permitted transferees, spouses or former spouses to finance the purchase or redemption of Capital Stock of Holdings or any direct or indirect parent thereof permitted by Section 7.6(c);

(k) Indebtedness incurred by Holdings, the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in

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each case, solely to the extent constituting indemnification obligations or obligations in respect of purchase price (including earnouts, to the extent constituting Indebtedness) or other similar adjustments;

(l) Indebtedness consisting of obligations of Holdings, the Borrower or any of its Restricted Subsidiaries under deferred employee compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other Investment permitted hereunder;

(m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(n) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(o) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within thirty days following the incurrence thereof;

(p) obligations in respect of performance, bid, stay, custom, appeal and surety bonds and other obligations of a like nature and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(q) Indebtedness of the Borrower or any of its Restricted Subsidiaries in an aggregate principal amount (for the Borrower and all Restricted Subsidiaries) not to exceed $50,000,000 at any time outstanding;

(r) (i) Indebtedness of the Borrower in respect of the Senior Unsecured Notes and (ii) Guarantee Obligations of Holdings and any Subsidiary Guarantor in respect of such Indebtedness, and any Permitted Refinancing of the foregoing;

(s) Indebtedness of Foreign Subsidiaries constituting foreign working capital facilities in an aggregate principal amount not to exceed the greater of (x) $10,000,000 and (y) 5.0% of Consolidated Net Total Assets (calculated at the time of such incurrence on a pro forma basis), at any time outstanding;

(t) unsecured Indebtedness of Borrower and its Restricted Subsidiaries; provided, that (i) both immediately prior and after giving effect thereto, (A) no Event of Default shall exist or result therefrom and (B) the Consolidated Interest Coverage Ratio calculated on a Pro Forma Basis would be at least 2.00:1.00 (as if such Indebtedness had been incurred on the first day of the most recently completed period of four consecutive fiscal quarters of the Borrower and its consolidated Subsidiaries ending on or prior to such date), (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Term Loan Maturity Date, and (iii) such Indebtedness has other terms and conditions that are market terms on the date of incurrence (as determined in good faith by the Borrower); and

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(u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above.

7.3Liens.  Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:

(a) Liens created pursuant to the Security Documents;

(b) Liens existing on the date hereof; provided that any Lien securing Indebtedness in excess of (x) $2,500,000 individually or (y) $5,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (b) that are not listed on Schedule 7.3(b)) shall only be permitted to the extent such Lien is listed on Schedule 7.3(b) and any modifications, replacements, renewals, refinancings or extensions thereof; provided, further, that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens, which to the extent constituting Indebtedness is not prohibited by Section 7.2;

(c) Liens for taxes, assessments or governmental charges which (i) are not overdue for a period of more than any applicable grace period related thereto, (ii) are being paid in accordance with any applicable tax payment plan, (iii) are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP or (iv) are for immaterial amounts;

(d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business that secure amounts not overdue for a period of more than thirty days, or if more than thirty days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, to the extent required by GAAP, except in each case if such Liens do not individually or in the aggregate have a Material Adverse Effect;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance, deferred compensation arrangements and supplemental retirement plans and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Borrower or any of its Restricted Subsidiaries;

(f) pledges or deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds, public or private utilities and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) letters of credit and bank guarantees required or requested by any Governmental Authority and/or utility) incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions, encroachments, licenses, protrusions and other similar charges or encumbrances and minor title defects or minor irregularities affecting real property that do not, in the aggregate materially interfere with the ordinary conduct of the business of Holdings, the Borrower and its Material Subsidiaries, taken as a whole;

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(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.1(h);

(i) Liens securing Indebtedness permitted under Section 7.2(e); provided that (i) such Liens attach before, concurrently with or within two-hundred and seventy days after the acquisition, repair, replacement, construction, lease or improvement (as applicable) of the property subject to such Liens (including reconstruction, refurbishment, renovation and development of real property), (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness except for replacements, additions and accessions to such property and the proceeds and the products thereof and customary security deposits and (iii) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capital Lease Obligations and the proceeds and products thereof and customary security deposits; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and Liens securing any Permitted Refinancing of Indebtedness under Section 7.2(e) do not extend to any property that was not subject to the Lien securing the Indebtedness being refinanced (other than Liens otherwise permitted by this Section 7.3);

(j) leases, licenses, subleases or sublicenses in each case, granted to others in the ordinary course of business (including Intellectual Property Licenses) that do not have an adverse impact in any material respect on the business of Holdings, the Borrower and its Material Subsidiaries, taken as a whole, or secure any Indebtedness;

(k) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits, pooled deposits, sweep accounts or other funds maintained with a financial institution (including the right of set-off) and which are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions;

(m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.8(i), (n) or (o) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(n) Liens on property of any Foreign Subsidiary that does not constitute Collateral, which Liens secure Indebtedness of such Foreign Subsidiary permitted under Section 7.2;

(o) Liens in favor of (i) any Loan Party or (ii) Holdings, the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.2(d);

(p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a

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Restricted Subsidiary pursuant to Section 6.11), in each case after the date hereof and the replacement, modification, extension or renewal of any Lien permitted by this clause (p) upon or in the same property previously subject thereto in connection with the replacement, modification, extension or renewal of the Indebtedness secured thereby; provided that such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than (A) the proceeds or products thereof, (B) after-acquired property that is affixed or incorporated into the property covered by such Lien, (C) any other Lien otherwise permissible by another clause of this Section 7.3 and (D) after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.2(e), (g), (h) or (k) (to the extent constituting Indebtedness);

(q) any interest or title of a lessor, sublessor, licensor or sublicensor under leases (other than leases constituting Capital Lease Obligations), subleases, licenses or sublicenses entered into by Holdings, the Borrower or any of its Restricted Subsidiaries in the ordinary course of business and Liens arising from precautionary Uniform Commercial Code financing statement filings or similar filings;

(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Holdings, the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(s) Liens encumbering reasonable and 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;

(t) Liens that are contractual rights of set-off or rights of pledge (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 Holdings, the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business;

(u) Liens solely on any cash earnest money deposits made by Holdings, the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(v) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(w) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.8; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(x) ground leases in respect of real property on which facilities owned or leased by Holdings, the Borrower or any of its Restricted Subsidiaries are located;

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(y) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of Holdings, the Borrower and its Restricted Subsidiaries, taken as a whole;

(z) Liens on property subject to any sale-leaseback transaction permitted hereunder and general intangibles related thereto; and

(aa) Liens not otherwise permitted pursuant to the preceding clauses (a) through (z) so long as same do not secure obligations (including Indebtedness) in excess of $25,000,000 in the aggregate at any time outstanding for the Borrower and its Restricted Subsidiaries on a consolidated basis.

7.4Fundamental Changes.  Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except that:

(a) any Restricted Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into one or more other Restricted Subsidiaries; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;

(b) (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or the Borrower or any Subsidiary may change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);

(c) any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets (i) to the Borrower or to another Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that if the transferor in such a transaction is a Guarantor, then (A) the transferee must be a Guarantor or the Borrower or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.8 and 7.2, respectively, or (ii) pursuant to a Disposition permitted by Section 7.5;

(d) so long as no Default or Event of Default exists or would result therefrom, the Borrower may merge with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee Obligation shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger

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or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Security Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;

(e) any Investment expressly permitted by Section 7.8 may be structured as a merger, consolidation or amalgamation

(f) Holdings, the Borrower and the Restricted Subsidiaries may consummate the Acquisition and the other Transactions; and

(g) any Immaterial Subsidiary may liquidate, wind-up or dissolve itself through any legal process.

7.5Disposition of Property.  Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:

(a) Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of inventory, goods held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any immaterial Intellectual Property that is no longer necessary to the conduct of the business to lapse or go abandoned) in the ordinary course of business;

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(d) Dispositions of property to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such property is a Guarantor or the Borrower (i) the transferee thereof must either be the Borrower or a Guarantor, (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Sections 7.8(c), (n) and (o), or (iii) to the extent constituting a Disposition to a Subsidiary that is not a Loan Party, such Disposition is for fair value and any promissory note or other non-cash consideration received in respect thereof is a permitted investment in a Subsidiary that is not a Loan Party in accordance with Section 7.8;

(e) to the extent constituting Dispositions, mergers, consolidations and liquidations permitted by Section 7.4, Restricted Payments permitted by Section 7.6, Liens permitted by Section 7.3, Investments permitted by Section 7.8 and payments of Indebtedness permitted by Section 7.9;

(f) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of shall not exceed $5,000,000 in the aggregate;

(g) Dispositions of cash and Cash Equivalents;

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(h) leases, subleases, licenses or sublicenses (including the provision of software or the licensing of other Intellectual Property rights), in each case in the ordinary course of business that do not have a material adverse impact on the business of Holdings, the Borrower and its Material Subsidiaries, taken as a whole;

(i) transfers of property subject to Casualty Events;

(j) Dispositions of property not otherwise permitted under this Section 7.5; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition, (ii) the aggregate fair market value of all property Disposed of in reliance on this clause (j) shall not exceed $5,000,000 in any fiscal year of the Borrower and (iii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $1,000,000, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.3 and Liens permitted by Section 7.3(a), (l), (o) and (s) and clauses (i) and (ii) of Section 7.3(t)); provided, however, that for the purposes of this clause (j)(iii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary associated with the assets or Restricted Subsidiary sold in such Disposition that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Holdings, the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by Holdings, the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one-hundred and eighty days following the closing of the applicable Disposition, (C) aggregate non-cash consideration received by Holdings or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed $1,000,000 at any time (net of any non-cash consideration converted into cash and Cash Equivalents), and (D) services received by Holdings, the Borrower or its Restricted Subsidiaries from such purchaser;

(k) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(l) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of Holdings, the Borrower and its Restricted Subsidiaries as a whole, as determined in good faith by the management of the Borrower;

(m) as part of or in connection with the Transactions;

(n) the unwinding of any Swap Agreement in accordance with its terms;

(o) terminations of leases, subleases, licenses and sublicenses in the ordinary course of business;

(p)  sales of non-core assets acquired in connection with Permitted Acquisitions or other Investments; provided that the aggregate amount of such sales shall not exceed 25% of the fair market value of the acquired entity or business;

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(q) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof and not as part of a financing transaction; and

(r) Dispositions of accounts receivable of Foreign Subsidiaries pursuant to factoring arrangements that would otherwise be permitted to be incurred hereunder as Indebtedness of such Foreign Subsidiary pursuant to Section 7.2(s);

provided that any Disposition of any property pursuant to Section 7.5(f), (j) or (p), shall be for no less than the fair market value of such property at the time of such Disposition.  To the extent any Collateral is Disposed of as expressly permitted by this Section 7.5 to any Person other than Holdings, the Borrower or any Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents (including the assets of any Subsidiary when the Capital Stock of such Subsidiary is being Disposed of as permitted hereunder), and, if requested by the Administrative Agent, upon certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent shall be authorized to take, and shall at the request of the Borrower take, any actions deemed appropriate in order to effect the foregoing.

7.6Restricted Payments.  Make, directly or indirectly, any Restricted Payment, except that:

(a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to any other owner of its Capital Stock (based on the relative ownership interests of the relevant class of Capital Stock);

(b) Holdings, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Capital Stock (other than Disqualified Capital Stock not otherwise permitted by Section 7.3) of such Person;

(c) repurchases of Capital Stock in Holdings, the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Capital Stock represent a portion of the exercise price of such options or warrants;

(d) so long as (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the aggregate amount of cash payments made pursuant to this clause (d) does not exceed $5,000,000 in any fiscal year of the Borrower, Restricted Payments to Holdings (or any direct or indirect parent thereof) to permit Holdings (or any direct or indirect parent thereof) to (A) repurchase, retire or otherwise acquire or retire for value Capital Stock issued by Holdings (or any direct or indirect parent thereof) to any future, present or former employee, officer, director or consultant of Holdings or any of its Subsidiaries or (B) make payments of principal or interest on promissory notes that were issued in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Capital Stock, in each case pursuant to any employee or director equity plan, employee, officer or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director or consultant of Holdings or any of its Subsidiaries; provided that any cancellation of Indebtedness owing to the Borrower in connection with and as consideration for a repurchase of Capital Stock of Holdings shall not be deemed to constitute a Restricted Payment for the purposes of this clause (d);

(e) the Borrower and its Restricted Subsidiaries may make Restricted Payments to Holdings (and, in the case of clauses (i), (ii), (iii) and (vi) below, Holdings may make Restricted Payments to any direct or indirect parent of Holdings):

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(i) the proceeds of which will be used to pay Taxes (or to make payments to allow any direct or indirect parent of Holdings to pay Taxes provided that such parent is a member of the Borrower’s consolidated group for United States tax purposes) to the extent such Taxes are directly attributable to the income of Holdings, the Borrower and its Restricted Subsidiaries and, to the extent of the amount actually received from the Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent directly attributable to the income of the Unrestricted Subsidiaries; provided that Restricted Payments made pursuant to this clause (e)(i) shall only be made to the extent that the liability of the equity owner receiving payment under this clause (e)(i) for such Taxes exceeds the amount of distributions received by such equity owner, other than any distributions received by such equity owner pursuant to other provisions of this Section 7.6;

(ii) the proceeds of which shall be used by Holdings (and/or any direct or indirect parent of Holdings) to pay its operating expenses and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), in each case, that are incurred in the ordinary course of business and that are directly attributable to the ownership or operations of Holdings, the Borrower and its Restricted Subsidiaries and any indemnification claims made by directors or officers of Holdings (or such parent) directly attributable to the ownership or operations of Holdings, the Borrower and its Restricted Subsidiaries;

(iii) the proceeds of which shall be used to pay Transaction Expenses;

(iv) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its corporate existence;

(v) to finance any Investment permitted to be made pursuant to Section 7.8(i), (n) or (o); provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Capital Stock) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.4) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such Permitted Acquisition or other Investment, in each case, in accordance with the requirements of Section 6.9;

(vi) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of Holdings (or any direct or indirect parent of Holdings) or any director of such Person to the extent such salaries, bonuses and other benefits are directly attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; and

(vii) the proceeds of which shall be used by Holdings to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; and

(f) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, (x) in an aggregate amount, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 7.8(m) in lieu of Restricted Payments permitted by this clause (f), not to exceed $25,000,000 if at the time of and after giving effect to such Restricted Payment, the Consolidated Leverage Ratio shall be less than 4.00 to 1.00 and (y) if at the time of and after giving effect to such Restricted Payment, the Consolidated Leverage

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Ratio shall be less than 3.00 to 1.00, in an additional amount not to exceed the portion, if any, of the Cumulative Growth Amount immediately prior to the time of the making of such Restricted Payment.

7.7Capital Expenditures.

(a) Make any Capital Expenditure except for Capital Expenditures not exceeding $5,000,000 in the aggregate for the Borrower and the Restricted Subsidiaries on a consolidated basis during each fiscal year of the Borrower.

(b) Notwithstanding anything to the contrary contained in clause (a) above, (A) Capital Expenditures on new systems or required to be incurred pursuant to the Acquisition Agreement shall not be subject to the limitation set forth above; provided, that (i) the aggregate amount excluded pursuant to this clause (A) shall not exceed $17,500,000 and (ii) such excluded expenditures must be made during the twenty-four month period following the Closing Date and (B) to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year is less than the maximum amount of Capital Expenditures permitted by this Section 7.7 with respect to such fiscal year, the amount of such difference may be carried forward and used to make additional Capital Expenditures in the immediately succeeding fiscal year; provided, that Capital Expenditures made pursuant to this Section during any fiscal year shall be deemed made, first, in respect of amounts permitted for such fiscal year as provided above, and, second, in respect of amounts carried over from the prior fiscal year pursuant to this clause (b).

(c) In addition to the Capital Expenditures permitted pursuant to the preceding clauses (a) and (b) of this Section 7.7, the Borrower and its Restricted Subsidiaries may make additional Capital Expenditures at any time in an amount not to exceed the Cumulative Growth Amount immediately prior to the time of the making of such Capital Expenditure.

7.8Investments.  Make any Investment, except:

(a) Investments by Holdings, the Borrower or a Restricted Subsidiary in cash or assets that were Cash Equivalents when such Investment was made;

(b) loans or advances to officers, directors, employees and consultants of Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Capital Stock of Holdings (or any direct or indirect parent thereof) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount not to exceed $2,000,000 in the aggregate at any one time outstanding;

(c) Investments (i) by a Loan Party in any other Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is also not a Loan Party, (iii) by the Borrower or any other Loan Party in any Subsidiary that is not a Loan Party; provided that the aggregate amount of such Investments in Subsidiaries that are not Loan Parties under clause (iii) above (together with the aggregate consideration paid in respect of Permitted Acquisitions of assets that are not (or do not become) owned by a Loan Party or of Capital Stock of Persons that do not become Loan Parties pursuant to Section 7.8(i)(ii)) shall not exceed $50,000,000;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

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(e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.2, 7.3, 7.4, 7.5 and 7.6, respectively;

(f) Investments (i) existing or contemplated on the date hereof and set forth on Schedule 7.8(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the date hereof by the Borrower or any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary and any modification, exchange in kind, renewal or extension thereof and any reinvestment of amounts returned or distributed to the Borrower or Restricted Subsidiary that originally made such Investment; provided that the amount of the original Investment under this clause (f) is not increased except by the terms of such Investment as of the date hereof or as otherwise permitted by this Section 7.8;

(g) Investments in Swap Agreements permitted under Section 7.2;

(h) (i) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.5 and (ii) Investments received solely from (A) equity contributions to Holdings (which in turn are contributed by Holdings to the Borrower) from its shareholder or shareholders and (B) distributions to the Borrower and the Restricted Subsidiaries from Persons that are not Restricted Subsidiaries;

(i) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Capital stock in a Person that, upon the consummation thereof, will be a Wholly Owned Subsidiary of the Borrower (including as a result of a merger or consolidation); provided that with respect to each purchase or other acquisition made pursuant to this Section 7.8(i) (each, a “Permitted Acquisition”):

(i) to the extent required by Section 6.9 and subject to clause (ii) below, the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and each applicable Loan Party and any such newly created or acquired Subsidiary, other than an Unrestricted Subsidiary, (and, to the extent required pursuant to Section 6.9, the Domestic Subsidiaries of such created or acquired Subsidiary) shall become a Guarantor in accordance with the requirements of Section 6.9, within the times specified therein;

(ii) the aggregate amount of such Investments by Loan Parties in assets that are not (or do not become) owned by a Loan Party or in Capital Stock of Persons that do not become Loan Parties (together with the aggregate amount of Investments made in Subsidiaries that are not Loan Parties pursuant to Section 7.8(c)(iii)) shall not exceed $50,000,000; and

(iii) (A) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing, (B) immediately after giving effect to such purchase or other acquisition, the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.1 (for the avoidance of doubt, the requirement in this subclause (B) shall only apply until the earlier of (x) the Revolving Termination Date and (y) the date on which the Revolving Commitments are terminated in accordance with Section 2.9), and (C) the Borrower shall have delivered to the Administrative Agent a certificate from a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail;

(j) the Transactions and Investments made in connection with the Transactions;

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(k) Investments in the ordinary course of business consisting of Article 3 of the Uniform Commercial Code endorsements for collection or deposit and Article 4 of the Uniform Commercial Code customary trade arrangements with customers consistent with past practices;

(l) Investments (including debt obligations and Capital Stock) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(m)loans and advances to Holdings in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such parent) in accordance with Sections 7.6(e) or (f);

(n) so long as immediately after giving effect to any such Investment, no Event of Default has occurred and is continuing, other Investments that do not exceed in the aggregate the greater of (x) $10,000,000 and (y) 7.5% of Consolidated Net Total Assets (calculated at the time of such Investment, on a pro forma basis, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) in respect of such Investments;

(o) so long as immediately after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing, and the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.1, other Investments in an amount not to exceed the Cumulative Growth Amount immediately prior to the time of the making of any Investment;

(p) advances of payroll payments to employees in the ordinary course of business;

(q) Investments to the extent that payment for such Investments is made solely with Capital Stock (other than Disqualified Capital Stock and any Permitted Equity Issuances made pursuant to Section 8.2) of Holdings (or any direct or indirect parent thereof);

(r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.4 after the Closing Date (other than existing Investments in subsidiaries of such Subsidiary or Person, which must comply with the requirements of Section 7.8(i) or 7.8(n)) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(s) Guarantees by Holdings, the Borrower or any Restricted Subsidiary entered into in the ordinary course of business of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness of (i) Holdings, the Borrower or any other Restricted Subsidiary or (ii) any other Person so long as, with respect to this clause (ii), the aggregate amount Guaranteed is not in excess of $5,000,000 at any time outstanding;

(t) Investments in joint ventures and purchases of minority interests in non-wholly-owned Subsidiaries that do not exceed in the aggregate (for all such Investments made pursuant to this clause (t)) $10,000,000;

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(u) Investments consisting of licensing of Intellectual Property pursuant to joint marketing arrangements with other Persons so long as such licensing arrangements do not limit the Administrative Agent’s security interest (if any) in the Intellectual Property so licensed;

(v) Investments consisting of cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with an acquisition or other Investment permitted hereunder; and

(w) Investments in the nature of pledges or deposits with respect to the leases or utilities provided to third parties in the ordinary course of business;

provided that no Investment in an Unrestricted Subsidiary that would otherwise be permitted under this Section 7.8 shall be permitted hereunder to the extent that any portion of such Investment is used to make any prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings not otherwise permitted under Section 7.9.

7.9Optional Payments and Modifications of Certain Debt Instruments.

(a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Indebtedness that is subordinated in right of payment to the Obligations (“Junior Financing”), except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion of any Junior Financing to Capital Stock (other than Disqualified Capital Stock) of Holdings or any of its direct or indirect parents and (iii) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the Cumulative Growth Amount immediately prior to the making of such payment; provided that in respect of this clause (iii), (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) if at the time of and after giving effect to such payment, the Consolidated Leverage Ratio shall be less than 3.00 to 1:00.

(b) Amend, modify, waive or otherwise change in any manner materially adverse to the Lenders any of the terms of any Junior Financing (other than intercompany indebtedness) without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that nothing in this Section 7.9(b) shall prohibit Holdings, the Borrower and its Restricted Subsidiaries from refinancing, replacing or renewing any such Junior Financing to the extent otherwise permitted by Section 7.9(a).

7.10Transactions with Affiliates.  Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or any Restricted Subsidiary) unless such transaction is:

(a) on terms substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as would be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate;

(b) the Transactions and the payment of fees and expenses related to or in connection with the Transactions;

(c) the payment (including Restricted Payments to permit payment) of management, consulting, monitoring, transaction and advisory fees to, or for the benefit of, the Sponsor and its

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Affiliates in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid (including accrued amounts) pursuant to the Sponsor Management Agreement as in effect on the Closing Date and related indemnities, reimbursements and reasonable expenses; provided that any such management, consulting, monitoring, transaction and advisory fees (excluding, for the avoidance of doubt, related indemnities, reimbursements and reasonable expenses) shall not be paid at any time an Event of Default then exists under Section 8.1(a) or 8.1(f) (it being agreed and understood that any such fees not so paid shall accrue and shall be paid in full at any time all such Events of Default shall cease to exist);

(d) any Restricted Payment permitted under Section 7.6 and any Investments permitted under Section 7.8(b);

(e) loans by Holdings, the Borrower and the Restricted Subsidiaries to Holdings, the Borrower or Restricted Subsidiaries or to officers, directors or employees, in each case to the extent permitted under this Section 7;

(f) employment and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;

(g) payments by Holdings, the Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings, the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries and not in excess of the amount permitted by Section 7.6(e)(i);

(h) the payment of customary fees and reasonable out of pocket costs and expenses to, and indemnities provided on behalf of, directors, officers, employees and consultants of Holdings (and any of its direct or indirect parents), the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries;

(i) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.10 or any amendment thereto to the extent such an amendment, when taken as a whole, is not adverse to the Agents or Lenders in any material respect;

(j) the issuance of Capital Stock to any officer, director, employee or consultant of the Borrower or any of its Restricted Subsidiaries;

(k) the issuance or transfer of Capital Stock (other than Disqualified Capital Stock) of Holdings or its direct or indirect parents to the Sponsor or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof;

(l) any transaction with customers, clients, joint venture partners, suppliers or purchases or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; and

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(m) subject to the same payment restrictions applicable to the fees described in the proviso to clause (c) above, customary payments by Holdings, the Borrower and any of its Restricted Subsidiaries to the Sponsor and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures) not otherwise provided for in the Sponsor Management Agreement, which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings, in good faith.

7.11Sales and Leasebacks.  Enter into any arrangement with any Person providing for the leasing by any Group Member of real or personal property that has been or is to be sold or transferred by such Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Group Member, except to the extent permitted under Section 7.5(f).

7.12Changes in Fiscal Periods.  Permit the fiscal year of the Borrower to end on a day other than December 31 or change the Borrower’s method of determining fiscal quarters.

7.13Burdensome Agreements.  Enter into or suffer to exist or become effective any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party or (b) the ability of any Restricted Subsidiary of the Borrower to (x) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (y) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower, except for any such restrictions that:

(i) exist under the Loan Documents,

(ii) (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.13) are listed on Schedule 7.13 hereto and (y) to the extent restrictions permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing is not (taken as a whole) materially less favorable to the Lenders,

(iii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided, further, that this clause (iii) shall not apply to restrictions that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.11,

(iv) are binding on a Foreign Subsidiary and represent Indebtedness of a Foreign Subsidiary which is permitted by Section 7.2,

(v) arise in connection with any Disposition permitted by Section 7.5 (so long as the applicable restriction applies solely to the assets the subject of such Disposition and not to the proceeds to be received by a Borrower or any of its Restricted Subsidiaries in connection with such Disposition),

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(vi) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to such joint venture,

(vii) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness,

(viii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto,

(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary,

(x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business,

(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business,

(xii) arise in connection with cash or other deposits permitted under Sections 7.2 and 7.3 and limited to such cash or deposit,

(xiii) are restrictions regarding licensing or sublicensing by Holdings, the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business,

(xiv) are restrictions contained in the Senior Unsecured Note Indenture,

(xv) are customary restrictions contained in the documentation governing any Indebtedness incurred pursuant to Section 7.2(h) or (q), and

(xvi) any amendments, modifications, restatements, refinancings or renewals of the agreements, contracts or instruments referred to in clauses (i) through (xv) above, provided that such amendments, modifications, restatements or renewals, taken as a whole, are not materially more restrictive with respect to such encumbrances or restrictions than those contained in such predecessor agreements, contracts or instruments.

7.14Lines of Business.  Enter into any material line of business, either directly or through any Subsidiary, except for those businesses in which the Borrower and its Restricted Subsidiaries are engaged on the date of this Agreement (after giving effect to the Acquisition) or that are reasonably related thereto.

7.15Amendments to Acquisition Documents.  Amend, supplement or otherwise modify the terms and conditions of the Acquisition Documentation except for any such amendment, supplement or modification that (a) becomes effective after the Closing Date and (b) could not reasonably be expected to have a Material Adverse Effect.

SECTION 8.EVENTS OF DEFAULT

8.1Events of Default.  If any of the following events shall occur from and after the Closing Date and be continuing:

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(a) the Borrower shall fail to pay (i) when required hereunder, any amount of principal of any Loan or Reimbursement Obligation or (ii) within five Business Days after the same becomes due, any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document; or

(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or

(c) any Loan Party shall default in the observance or performance of any agreement contained in clause (i) of Section 6.4(a) (with respect to Holdings and the Borrower only), Section 6.7(a) or Section 7 (other than Section 7.10); provided that (i) the covenants set forth in Section 7.1 are subject to cure pursuant to Section 8.2 and (ii) a default by the Borrower under Section 7.1 shall not constitute an Event of Default with respect to the Term Facility or any Term Loans unless and until the Majority Facility Lenders with respect to the Revolving Facility shall have terminated their Revolving Commitments and declared all amounts under the Revolving Facility to be due and payable (such period commencing with a default under Section 7.1 and ending on the date on which the Majority Facility Lenders with respect to the Revolving Facility terminate and accelerate the Revolving Facility, the “Term Loan Standstill Period”); or

(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of thirty days after notice thereof to the Borrower from the Administrative Agent or the Required Lenders; or

(e) any Group Member (other than an Immaterial Subsidiary) shall (i) default in making any payment of any principal of, or interest on, any Indebtedness having an outstanding principal amount in excess of $25,000,000 (including any Guarantee Obligation, but excluding the Loans) beyond the applicable grace period with respect thereto, if any, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided that clause (e)(ii) shall not apply (A) to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), (B) to termination events or similar events occurring under any Swap Agreement (it being understood that clause (e)(i) of this Section will apply to any failure to make any payment required as a result of any such termination or similar event), or (C) if such failure is remedied or waived by the holders of such Indebtedness prior to any termination of the Revolving Commitments or acceleration of the Loans pursuant to Section 8.2; or

(f) (i) any Group Member (other than an Immaterial Subsidiary) shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have

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an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to a material portion of its assets, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (ii) there shall be commenced against any Group Member (other than an Immaterial Subsidiary) any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of a final order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of sixty days; or (iii) there shall be commenced against any Group Member (other than an Immaterial Subsidiary) any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty days from the entry thereof; or (iv) any Group Member (other than an Immaterial Subsidiary) shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Group Member (other than an Immaterial Subsidiary) shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) (i) an ERISA Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan and such entity does not have reasonable grounds for contesting such Withdrawal Liability or is not contesting such Withdrawal Liability in a timely and appropriate manner, or (v) any other event or condition shall occur or exist with respect to a Plan, and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions could reasonably be expected to result in a Material Adverse Effect; or

(h) one or more final judgments or decrees shall be entered against any Group Member (other than an Immaterial Subsidiary) involving in the aggregate a liability (to the extent not covered by independent third party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) of $25,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within thirty days from the entry thereof; or

(i) any Security Document after delivery thereof pursuant to Section 5.1 or 6.9 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.4 or 7.5) cease to create a valid and perfected lien, with the priority required by the Collateral Documents, on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.3, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents, and except as to any immaterial portion of Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; or

(j) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect (other than with respect to an Immaterial Subsidiary) or any Loan Party or any Affiliate of any Loan Party shall so assert; or

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(k) a Change of Control shall occur; or

(l) Holdings shall conduct, transact or otherwise engage in any business or operations other than those incidental to (i) its ownership of the Capital Stock of the Borrower, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Acquisition Agreement and the other agreements contemplated by the Acquisition Agreement, (iv) any public offering of its common stock or any other issuance of its Capital Stock not prohibited by Section 7 and (v) any other transaction not prohibited by Section 7;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable; (B) if such event is an Event of Default arising from a breach of Section 7.1, any or all of the following actions may be taken: (X) (i) with the consent of the Majority Facility Lenders with respect to the Revolving Facility, the Administrative Agent may, or upon the request of the Majority Facility Lenders with respect to the Revolving Facility, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; and (ii) with the consent of the Majority Facility Lenders with respect to the Revolving Facility, the Administrative Agent may, or upon the request of the Majority Facility Lenders with respect to the Revolving Facility, the Administrative Agent shall, by notice to the Borrower, declare the Revolving Loans hereunder (with accrued interest thereon) and all other amounts owing with respect to the Revolving Facility under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable; and (Y) subject to the proviso in paragraph (c) above and the expiration of the Term Loan Standstill Period (if applicable), with the consent of the Majority Facility Lenders with respect to the Term Facility, the Administrative Agent may, or upon the request of the Majority Term Facility Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Term Loans hereunder (with accrued interest thereon) and all other amounts owing with respect to the Term Facility under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable; and (C) if such event is any other Event of Default, either or both of the following actions may be taken:  (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable.  With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit.  Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents.  After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full,

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the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).  Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

8.2Borrower’s Right To Cure.

(a) Notwithstanding anything to the contrary contained in Section 8.1, in the event of any Event of Default or potential Event of Default under the covenants set forth in Section 7.1 and until the expiration of the 10th day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings may engage in a Permitted Equity Issuance to any of the Permitted Investors or Management Stockholders (or any other Person so long as no Change of Control results therefrom) (and contribute the net cash proceeds thereof to the capital of the Borrower as cash common equity) and apply the amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to such applicable fiscal quarter (and any subsequent period of four consecutive fiscal quarters that includes such fiscal quarter); provided that such net cash proceeds (i) are actually received by the Borrower (through a capital contribution of such net cash proceeds by Holdings to the Borrower) no later than ten days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.1 for such period.  The parties hereby acknowledge that this Section 8.2(a) may not be relied on for the purposes of calculating any financial ratios other than as applicable to Section 7.1 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.  In furtherance of the foregoing, in the event that the Borrower represented and warranted that the conditions specified in Sections 5.2(a) and 5.2(b) were true and correct at any point on or after the last day of a quarter but prior to giving effect to a Permitted Equity Issuance, and such representation was not true and correct solely because of a breach of a financial covenant that was cured as a result of a Permitted Equity Issuance, such breach of such representation shall not constitute a Default or Event of Default.

(b) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.2(a) is made.  In addition, any reduction in Indebtedness with the proceeds of any Permitted Equity Issuances made pursuant to Section 8.2 shall be ignored for the purposes of determining compliance with the covenants set forth in Section 7.1.

(c) There shall be no more than four Permitted Equity Issuances from the date hereof through the Term Loan Maturity Date.

SECTION 9.THE AGENTS

9.1Appointment.  Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

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9.2Delegation of Duties.  The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.3Exculpatory Provisions.  Neither any Agent nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder.  The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

9.4Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, email message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to Holdings or the Borrower), independent accountants and other experts selected by the Administrative Agent.  The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent.  The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.  The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

9.5Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Lender, Holdings or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders.  The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

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9.6Non-Reliance on Agents and Other Lenders.  Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender.  Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement.  Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates.  Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates.

9.7Indemnification.  The Lenders agree to indemnify each Agent and its officers, directors, employees, Affiliates, agents, advisors and controlling persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct.  The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

9.8Agent in Its Individual Capacity.  Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent.  With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

9.9Successor Administrative Agent.  The Administrative Agent may resign as Administrative Agent upon thirty days’ notice to the Lenders and the Borrower.  If the Administrative

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Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans.  If no successor agent has accepted appointment as Administrative Agent by the date that is thirty days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.  After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 and of Section 10.5 shall continue to inure to its benefit as to any actions taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

9.10Documentation Agent and Syndication Agent.  Neither the Documentation Agent nor the Syndication Agent shall have any duties or responsibilities hereunder in its capacity as such.

SECTION 10.MISCELLANEOUS

10.1Amendments and Waivers.  Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1.  The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Majority Facility Lenders of each adversely affected Facility) and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for the purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment, in each case without the written consent of each Lender directly affected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Subsidiary Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (iv) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility; (v) amend, modify or waive Section 2.23 or any provision of Section 9 or any other provision of any Loan Document that affects the Administrative Agent without the written consent of the Administrative Agent; (vi) amend, modify or waive any provision of Section 2.6,

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2.7 or 2.23 without the written consent of the Swingline Lender; or (vii) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender.  Notwithstanding anything to the contrary contained herein, any amendment, modification or waiver of any provision of Section 7.1, 7.8(i)(iii)(B), 8.2 (and any defined terms as used therein) or any other provision to any Loan Document that has been added solely for the benefit of the Revolving Facility (as may be agreed between the Majority Facility Lenders with respect to the Revolving Facility and the Borrower) shall require the written consent of the Majority Facility Lenders with respect to the Revolving Facility (and only the Majority Facility Lenders with respect to the Revolving Facility) and each Loan Party party hereto.  For the avoidance of doubt, it is understood and agreed that the Required Lenders may not, and nor shall the consent of the Required Lenders be needed to, amend, modify or waive any provision of Section 7.1, 7.8(i)(iii)(B), 8.2 (or any defined term as used therein) or any other provision to any Loan Document that has been added solely for the benefit of the Revolving Facility (as may be agreed between the Majority Facility Lenders with respect to the Revolving Facility and the Borrower).  Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans.  In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Majority Facility Lenders.

In addition, notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of (a) the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing, replacement or modification of all outstanding Term Loans (“Replaced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”), provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Replaced Term Loans, (ii) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Replaced Term Loans and (iii) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Replaced Term Loans at the time of such refinancing and (b) the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Revolving Facility (as defined below) to permit the refinancing, replacement or modification of the entire Revolving Facility (“Replaced Revolving Facility”) with a replacement revolving credit facility hereunder (“Replacement Revolving Facility”), provided that (i) the aggregate principal amount of such Replacement Revolving Facility shall not exceed the aggregate commitment amount of such Replaced Revolving Facility, (ii) the Applicable Margin for such Replacement Revolving Facility shall not be higher than the Applicable Margin for such Replaced Revolving Facility, and (iii) any terms and conditions that only apply hereunder to the Replaced Revolving Facility may be continued, replaced or otherwise modified with the consent of the Borrower and the Lenders providing such Replacement Revolving Facility.

Further, notwithstanding anything to the contrary contained in this Section 10.1, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or

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omission of an immaterial nature, in each case in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.

10.2Notices.  All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of Holdings, the Borrower and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:

Holdings:	Viking Intermediate Inc.
	39 Old Ridgebury Road
	Danbury, CT 06810
	Attention: David Lundstedt
Borrower:	Viking Acquisition Inc.
	39 Old Ridgebury Road
	Danbury, CT 06810
	Attention: David Lundstedt
Administrative Agent:	Investment Bank Loan
	Operations - NA
	1111 Fannin, Floor 10
	Houston, TX 77002
	Attention: Ryan G. Mader
	Telephone: (713) 750-2936

provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received.

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

10.3No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

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10.4Survival of Representations and Warranties.  All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

10.5Payment of Expenses and Taxes.  The Borrower agrees:

(a) to pay (i) all reasonable out-of-pocket expenses of the Administrative Agent and its Affiliates, the Documentation Agent and the Syndication Agent associated with the syndication of the credit facilities provided for herein and the preparation, execution, delivery and administration of the Loan Documents and any amendment or waiver with respect thereto (including the fees, disbursements and other charges of counsel), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Lender in connection with the issuance, amendment, renewal of extension of any letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses of the Administrative Agent, any Issuing Lender and the Lenders (including the reasonable fees, disbursements and other charges of counsel (but limited to no more than one counsel and, if applicable, local and regulatory counsel in each appropriate jurisdiction)) that may be payable or determined to be payable in connection with the enforcement of the Loan Documents, including its rights under this Section and during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit,

(b) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other Taxes (other than Excluded Taxes and Other Connection Taxes), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and

(c) to pay, indemnify, and hold each Lender, the Administrative Agent, the Documentation Agent, the Syndication Agent and their respective officers, directors, employees, Affiliates, agents and advisors (each, an “Indemnitee”) harmless from and against any and all other losses, claims, damages, liabilities or expenses (including the reasonable fees, disbursements and other charges of counsel (but limited to no more than one counsel, and if applicable, local and regulatory counsel in each appropriate jurisdiction)) incurred with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable judgment of a court of competent jurisdiction to have arisen from the gross negligence, bad faith or willful misconduct of any Indemnitee (or its related parties).

Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee.  All amounts due under this Section 10.5 shall be payable not later than

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ten days after written demand therefor (unless otherwise agreed by the maker of such demand).  Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Borrower at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent.  The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

10.6Successors and Assigns; Participations and Assignments.  (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby including any Affiliate of the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer any of its rights or obligations hereunder except in accordance with this Section

(b)(i)  Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of:

(A)the Borrower (such consent not to be unreasonably withheld, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof); provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under Section 8.1(a) or (f) has occurred and is continuing, any other Person; provided, further, that no Lender may assign all or any portion of its Loans or Revolving Commitments to any Disqualified Lender without the prior written consent of the Borrower; and

(B)the Administrative Agent and the Issuing Lender (such consent not to be unreasonably withheld); provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; provided, further, that no consent of the Issuing Lender shall be required for an assignment of Term Loans only.

(ii) Assignments shall be subject to the following additional conditions:

(A)except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or, in the case of the Term Facility, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required if an Event of Default has

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occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B)(1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and

(C)the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis among such Facilities.  For the purposes of this Section 10.6, “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(c) Subject to acceptance and recording thereof pursuant to paragraph 10.6(d) below, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.5.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for the purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.6(f).

(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in

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paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register.  No assignment shall be effective for the purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(f) (i)  Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant.  The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.18, 2.19 and 2.20 (subject to the requirements and limitations therein, including the requirements under Section 2.19(f) (it being understood that the documentation required under Section 2.19(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (c) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.18 or 2.19, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from an adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof that occurs after the Participant acquired the applicable participation.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.6(b) as though it were a Lender, provided such Participant shall be subject to Section 10.6(a) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(g)  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

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(h)  The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (g) above.

(i)  Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 10.6(b).  Each of Holdings, the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

(j) (i) Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign (or sell a participation in) all or a portion of its Term Loans to any Affiliated Lender in accordance with Section 10.6(b); provided that:

(A)no Default or Event of Default has occurred or is continuing or would result therefrom;

(B)the assigning Lender and Affiliated Lender purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit F hereto (an “Affiliated Lender Assignment and Assumption”) in lieu of an Assignment and Assumption;

(C)for the avoidance of doubt, Lenders shall not be permitted to assign Revolving Commitments or Revolving Loans to any Affiliated Lender;

(D)any Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder;

(E)(i) no Purchasing Borrower Party may use the proceeds from Revolving Loans or Swingline Loans to purchase any Term Loans and (ii) Term Loans may only be purchased by a Purchaser Borrowing Party if, both before and after giving effect to any such purchase, no more than $10,000,000 of Revolving Loans shall be outstanding;

(F)no Term Loan may be assigned to an Affiliated Lender pursuant to this Section 10.6(j), if after giving effect to such assignment, Affiliated Lenders in the aggregate would own in excess of 25% of the principal amount of all Term Loans then outstanding; and

(G)any offer by a Purchasing Borrower Party to purchase or take by assignment any Term Loans shall be made to all Lenders pro rata (with

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buyback mechanics to be agreed between such Purchasing Borrower Party and the Administrative Agent).

(ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (x) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited, and (y) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to any Loan Party or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to Section 2), or (z) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of the Administrative Agent or such other Lender under the Loan Documents (other than a claim that arises from the gross negligence, bad faith or willful misconduct of the Administrative Agent or such other Lender).

(k) Notwithstanding anything in Section 10.1 or the definition of “Required Lenders” to the contrary, for the purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document:

(A)all Term Loans held by any Non-Debt Fund Affiliate shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders have taken any actions; and

(B)all Term Loans held by Affiliated Debt Funds may not account for more than 50% of the Term Loans of consenting Lenders included in determining whether the Required Lenders have consented to any action pursuant to Section 10.1.

Additionally, the Loan Parties and each Non-Debt Fund Affiliate hereby agree that if a case under Title 11 of the United States Code is commenced against any Loan Party, such Loan Party shall seek (and each Non-Debt Fund Affiliate shall consent) to provide that the vote of any Non-Debt Fund Affiliate (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Non-Debt Fund Affiliate’s vote (in its capacity as a Lender) may be counted to the extent any such plan of reorganization proposes to treat the Obligations held by such Non-Debt Fund Affiliate in a manner that is less favorable in any material respect to such Non-Debt Fund Affiliate than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower.  Each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund Affiliate and in the name of such Non-Debt Fund Affiliate, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph.

10.7Adjustments; Set-off.  (a) Except to the extent that this Agreement or a court order expressly provides for payments to be made, directed or allocated to a particular Lender or to the

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Lenders under a particular Facility, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or receive any Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any Obligations becoming due and payable by the Borrower (whether at the stated maturity, by acceleration or otherwise), to apply to the payment of such Obligations, by setoff or otherwise, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender, any Affiliate thereof or any of their respective branches or agencies to or for the credit or the account of the Borrower.  Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such application made by such Lender, provided that the failure to give such notice shall not affect the validity of such application.

10.8Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.  A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

10.9Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.10Integration.  This Agreement and the other Loan Documents represent the entire agreement of Holdings, the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

10.11GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.12Submission To Jurisdiction; Waivers.  Each of Holdings and the Borrower hereby irrevocably and unconditionally:

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(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to Holdings or the Borrower, as the case may be at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

10.13Acknowledgements.  Each of Holdings and the Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to Holdings or the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and Holdings and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c)  no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among Holdings, the Borrower and the Lenders.

10.14Releases of Guarantees and Liens.  (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and hereby agrees to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

(b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than (i) obligations under or in respect of Specified Swap Agreements or Specified Cash Management Agreements and (ii) indemnities and other contingent indemnification and

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reimbursement liabilities that survive repayment of the Loans) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (unless the outstanding amount of the L/C Obligations related thereto has been cash collateralized or a backstop letter of credit satisfactory to the applicable Issuing Lender is in place), the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

10.15Confidentiality.  Each of the Administrative Agent, the Issuing Lender and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case notice of such subpoena or similar legal process shall, to the extent not prohibited by such subpoena or legal process, be provided to the Borrower prior to the disclosure of such Information), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to any Loan Document or the enforcement of rights thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any Swap Agreement relating to any Loan Party and its obligations under the Loan Documents and (iii) to any pledgee referred to in Section 10.6(g), (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Lender or any Lender on a nonconfidential basis from a source other than Holdings or the Borrower (provided that the source is not actually known by such disclosing party to be bound by an agreement containing provisions substantially the same as those contained in this Section 10.15). For the purposes of this Section, “Information” means all information received from Holdings or the Borrower relating to Holdings or the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by Holdings or the Borrower.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

10.16WAIVERS OF JURY TRIAL.  HOLDINGS, THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.17USA Patriot Act.  Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

10.18Interest Rate Limitation.  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the

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maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”).  If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

VIKING INTERMEDIATE INC.,
By:	/s/ David Lundstedt
	Name: David Lundstedt
	Title:   President and CEO
VIKING ACQUISITION INC.,
By:	/s/ David Lundstedt
	Name: David Lundstedt
	Title:   President and CEO
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:	/s/ Tony Yung
	Name: Tony Yung
	Title:   Vice President
NATIXIS, NEW YORK BRANCH, as Syndication Agent and as a Lender
By:	/s/ William C. Maier
	Name: William C. Maier
	Title:   Senior Managing Director
By:	/s/ Kelvin Chang
	Name: Kelvin Chang
	Title:   Director
ROYAL BANK OF CANADA, as Documentation Agent and as a Lender
By:	/s/ Miguel Roman
	Name: Miguel Roman
	Title:   Managing Director

Signature Page to Credit Agreement

EX-10.10

Exhibit 10.10

EXECUTION COPY

GUARANTEE AND COLLATERAL AGREEMENT

made by

VIKING INTERMEDIATE INC.,

VIKING ACQUISITION INC.

and certain of its Subsidiaries

in favor of

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

Dated as of November 5, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINED TERMS	1
1.1	Definitions	1
1.2	Other Definitional Provisions	4
SECTION 2.	GUARANTEE	4
2.1	Guarantee	4
2.2	Right of Contribution	5
2.3	No Subrogation	5
2.4	Amendments, etc. with respect to the Borrower Obligations	5
2.5	Guarantee Absolute and Unconditional	5
2.6	Reinstatement	6
2.7	Payments	6
SECTION 3.	GRANT OF SECURITY INTEREST	6
SECTION 4.	REPRESENTATIONS AND WARRANTIES	8
4.1	Title; No Other Liens	8
4.2	Perfected First Priority Liens	8
4.3	Jurisdiction of Organization; Chief Executive Office	8
4.4	Inventory and Equipment	9
4.5	Investment Property	9
4.6	Intellectual Property	9
SECTION 5.	COVENANTS	10
5.1	Delivery of Certificated Securities and Certain Promissory Notes or Other Evidences of Indebtedness	10
5.2	Maintenance of Insurance	10
5.3	Maintenance of Perfected Security Interest; Further Documentation	10
5.4	Changes in Name, etc.	10
5.5	Notices	10
5.6	Investment Property	10
5.7	Intellectual Property	11
5.8	Commercial Tort Claims	12
SECTION 6.	REMEDIAL PROVISIONS	12
6.1	Certain Matters Relating to Receivables	12
6.2	Communications with Obligors; Grantors Remain Liable	13
6.3	Pledged Stock	13
6.4	Proceeds to be Turned Over to Administrative Agent	14
6.5	Application of Proceeds	14
6.6	Code and Other Remedies	14
6.7	Registration Rights	15
6.8	Subordination	15
6.9	Deficiency	15
SECTION 7.	THE ADMINISTRATIVE AGENT	15

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7.1	Administrative Agent’s Appointment as Attorney-in-Fact, etc.	15
7.2	Duty of Administrative Agent	17
7.3	Authorization of Financing Statements	17
7.4	Authority of Administrative Agent	17
SECTION 8.	MISCELLANEOUS	18
8.1	Amendments in Writing	18
8.2	Notices	18
8.3	No Waiver by Course of Conduct; Cumulative Remedies	18
8.4	Enforcement Expenses; Indemnification	18
8.5	Successors and Assigns	18
8.6	Set-Off	18
8.7	Counterparts	18
8.8	Severability	19
8.9	Section Headings	19
8.10	Integration	19
8.12	Submission To Jurisdiction; Waivers	19
8.13	Acknowledgements	19
8.14	Additional Grantors	19
8.15	Releases	20
8.16	WAIVER OF JURY TRIAL	20

SCHEDULES
Schedule 1	Notice Addresses
Schedule 2	Investment Property
Schedule 3	Perfection Matters
Schedule 4	Jurisdictions of Organization and Chief Executive Offices
Schedule 5	Inventory and Equipment Locations
Schedule 6	Intellectual Property
Annex 1	Assumption Agreement

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GUARANTEE AND COLLATERAL AGREEMENT

GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 5, 2010, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among VIKING INTERMEDIATE INC., a Delaware corporation (“Holdings”), VIKING ACQUISITION INC., a Delaware corporation (the “Borrower”), the Lenders and the Administrative Agent.

W I T N E S S E T H:

WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent have entered into the Credit Agreement, pursuant to which the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, the Borrower is a member of an affiliated group of companies that, following the Acquisition, will include each other Grantor;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Secured Parties;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows:

SECTION 1.DEFINED TERMS

1.1Definitions.  (a)Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC:  Accounts, Certificated Security, Chattel Paper, Checks, Commercial Tort Claims, Documents, Equipment, General Intangibles, Instruments, Inventory, Letter-of-Credit Rights, Securities Account and Supporting Obligations.

(b)The following terms shall have the following meanings:

“Agreement”:  this Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Borrower Obligations”:  the collective reference to the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing

after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender (or, in the case of Specified Swap Agreements and Specified Cash Management Agreements, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Swap Agreement, any Specified Cash Management Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant to any of the foregoing agreements), or otherwise.

“Collateral”:  as defined in Section 3.

“Collateral Account”:  any collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4.

“Copyrights”:  (i) all copyrights and works of authorship arising under the laws of the United States, any group of countries, other country or political subdivision thereof, in any media, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed on Schedule 6), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

“Deposit Account”:  as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.

“Excluded Property”:  as defined in Section 3.

“Foreign Subsidiary Voting Stock”:  the voting Capital Stock of any Foreign Subsidiary.

“Grantors”: as defined in the preamble hereto.

“Guarantor Obligations”:  with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document, any Specified Swap Agreement or any Specified Cash Management Agreement to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

“Guarantors”:  the collective reference to each Grantor other than the Borrower.

“Infringement”:  infringement or misappropriation.

“Intellectual Property”:  the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, Patents, and Trademarks (including, without limitation, those listed on Schedule 6 and all rights to sue at law or in equity for any Infringement of any of the foregoing, including the right to receive all proceeds and damages therefrom).

“Intellectual Property Licenses”:  all oral or written agreements to which any Group Member is a party providing for the grant of any rights in Intellectual Property.

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“Intercompany Note”:  any promissory note evidencing loans made by any Grantor to Holdings or any of its Subsidiaries.

“Investment Property”:  the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock, any Capital Stock of Unrestricted Subsidiaries and any other Capital Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

“Issuers”:  the collective reference to each issuer of any Investment Property.

“New York UCC”:  the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations”:  (i) in the case of the Borrower, the Borrower Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations.

“Patents”:  all (i) letters patent of the United States, any group of countries, other country or political subdivision thereof, (ii) applications for letters patent of the United States or any group of countries or other country, and (iii) reissues, continuations, continuations-in-part, divisions, or extensions of the foregoing, or rights to obtain the foregoing, in each case, including, without limitation, any of (i), (ii) or (iii) listed on Schedule 6 and including, for each of (i) and (ii), the right to make, use and/or sell the inventions disclosed or claimed therein.

“Pledged Investment Property”:  all Investment Property now or hereafter included in the Collateral.

“Pledged Notes”:  (i) all promissory notes listed on Schedule 2, (ii) all Intercompany Notes at any time issued to any Grantor and (iii) all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).

“Pledged Stock”:  the shares of Capital Stock listed on Schedule 2, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Subsidiary that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that in no event shall (i) more than 66% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary, (ii) the Capital Stock of any Unrestricted Subsidiary or (iii) any Capital Stock constituting “Excluded Property” be required to be pledged hereunder.

“Proceeds”:  all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

“Receivable”:  any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

“Registered Intellectual Property”:  all registrations and applications for registration of Trademarks, Patents and Copyrights (other than Internet domain names).

“Secured Parties”:  the collective reference to the Administrative Agent, any Issuing Lender, the Lenders and, with respect to Specified Cash Management Obligations and Specified Swap Agreements, any Affiliate of any Lender to which Borrower Obligations or Guarantor Obligations, as applicable, are owed.

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

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“Trademarks”:  (i) all trademarks, trade names, brand names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, domain names, service marks, and logos, and all goodwill associated therewith or symbolized thereby, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, State thereof, group of countries or other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing listed on Schedule 6, and (ii) the right to obtain all renewals thereof.

1.2Other Definitional Provisions.  (a)  The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

(b)The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c)Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

SECTION 2.GUARANTEE

2.1Guarantee.  (a)  Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations.

(b)Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).

(c)Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.

(d)The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations (other than (i) Specified Cash Management Obligations and Specified Swap Agreements and (ii) indemnitees and other contingent obligations that survive repayment of the Loans) and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding (unless the outstanding amount of the L/C Obligations related thereto has been cash collateralized or a backstop letter of credit satisfactory to the applicable Issuing Lender is in place) and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations.

(e)No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off, appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full (other than (i) Specified Cash Management Obligations and Specified

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Swap Agreements and (ii) indemnitees and other contingent obligations that survive repayment of the Loans), no Letter of Credit shall be outstanding (unless the outstanding amount of the L/C Obligations related thereto has been cash collateralized or a backstop letter of credit satisfactory to the applicable Issuing Lender is in place) and the Commitments are terminated.

2.2Right of Contribution.  Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment.  Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3.  The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

2.3No Subrogation.  Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations (other than (i) Specified Cash Management Obligations and Specified Swap Agreements and (ii) indemnities and other contingent obligations that survive repayment of the Loans) shall have been paid in full, no Letter of Credit shall remain outstanding (unless the outstanding amount of the L/C Obligations related thereto has been cash collateralized or a backstop letter of credit satisfactory to the applicable Issuing Lender is in place) and the Commitments shall have terminated.  If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

2.4Amendments, etc. with respect to the Borrower Obligations.  Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon them or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may reasonably deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

2.5Guarantee Absolute and Unconditional.  Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2.  The Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the

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Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2.  Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations.  Each Guarantor understands and agrees that the guarantee contained in this Section 2 to the fullest extent permitted by applicable law, shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance.  When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against such Guarantor.  For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

2.6Reinstatement.  The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

2.7Payments.  Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the Funding Office.

SECTION 3.GRANT OF SECURITY INTEREST

Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in following property now owned or at any time hereafter acquired by such Grantor (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:

(a)all Accounts;

(b)all Chattel Paper;

(c)all contracts and agreements;

(d)all Documents (other than documents of title with respect to assets set forth in clause (ii) of the definition of Excluded Property below);

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(e)all Equipment;

(f)all Fixtures;

(g)all General Intangibles;

(h)all Instruments;

(i)all Intellectual Property and Intellectual Property Licenses;

(j)all Inventory;

(k)all Investment Property;

(l)all Letter-of-Credit Rights;

(m)all other personal property not otherwise described above (except for any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above);

(n)all books and records pertaining to the Collateral; and

(o)to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided, however, that notwithstanding any of the other provisions set forth in this Section 3, the term Collateral and the terms set forth in this Section defining the components of Collateral shall not include, and this Agreement shall not constitute a grant of a security interest, in any of the following (the “Excluded Property”):

(i)any property (including Capital Stock, contracts, leases and licenses to which such Grantor is a party or any of such Grantor’s rights thereunder) to the extent that such grant of a security interest is (x) prohibited by any Requirement of Law, (y) requires a consent not obtained of any Governmental Authority pursuant to any Requirement of Law or (z) prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document governing, evidencing or giving rise to or constituting such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder, joint venture or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law,

(ii)motor vehicles (including, all tires and other appurtenances thereto) and other assets covered by certificates of title,

(iii)any Deposit Accounts,

(iv)any Trademark application filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent to use” such Trademark unless and until acceptable evidence of use of the Trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. §§ 1051, et seq.) to the extent that granting a security interest or other lien in such Trademark application prior to such filing would adversely affect the enforceability or validity, or result in the cancellation or voiding, of such Trademark application, or any other Intellectual Property to the extent and for the duration that the grant of Lien on or security interest in

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such Intellectual Property would adversely impact the validity or enforceability, or result in the cancellation or voiding, of such Intellectual Property,

(v)assets held by a Foreign Subsidiary or located in a jurisdiction other than the United States, or

(vi)those assets as to which the Administrative Agent shall determine in its sole discretion that the costs of obtaining security interest therein are excessive in relation to the value to the Lenders of the security to be afforded thereby.

SECTION 4.REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each Lender that:

4.1Title; No Other Liens.  Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement or this Agreement, or where the failure to own, have a license or otherwise have the right to use could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, such Grantor owns, has a license, or to the knowledge of such Grantor, possess the right to use, each item of the Collateral free and clear of any and all Liens other than Permitted Liens.  For the avoidance of doubt, it is understood and agreed that any Grantor has granted and may hereafter, as part of its business, grant licenses or sublicenses in the ordinary course of business to third parties to use Intellectual Property owned by, licensed to or developed by a Grantor.  For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property.  Each of the Administrative Agent and each Lender understands that any such licenses or sublicenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease, license, sublease, sublicense, transfer or otherwise dispose of the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

4.2Perfected First Priority Liens.  As of the date hereof, upon (a) the completion of the actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule required by the Credit Agreement to be delivered by the date of this Agreement, have been so delivered to the Administrative Agent in completed and duly executed form) and (b) the payment of all applicable fees in connection with the actions set forth in clause (a) above, the security interest (to the extent such matter is governed by laws of the United States or a jurisdiction therein) granted pursuant to this Agreement will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties to the extent that a security interest in such Collateral may be perfected by the filing of such Financing Statements under the relevant UCC and the completion of the other actions specified on Schedule 3, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law)) and are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement; provided however that additional filings may be necessary to perfect the Administrative Agent’s security interest in any Intellectual Property arising or acquired after the date hereof.  Notwithstanding the foregoing, no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction).

4.3Jurisdiction of Organization; Chief Executive Office.  As of the date hereof, each Grantor’s location within the meaning of Section 9-307 of the Uniform Commercial Code is as specified on Schedule 4.

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4.4Inventory and Equipment.  On the date hereof, the Inventory and the Equipment having an aggregate value of more than $500,000 (other than de minimus amounts of Inventory and Equipment not located in such locations in the ordinary course of business (including cell phones and laptops), Inventory and Equipment in transit between locations identified on Schedule 5 and mobile goods) are kept at the locations listed on Schedule 5.

4.5Investment Property.

(a)Schedule 2 sets forth a true and correct list, with respect to each Grantor, as of the date hereof, of all of the Capital Stock owned by such Grantor in any direct Subsidiary and the percentage of the issued and outstanding units, share, interests (or equivalent) of the Capital Stock of the Issuer thereof represented by the Pledged Stock owned by such Guarantor.

(b)All the shares of the Pledged Stock issued by the Borrower or a Restricted Subsidiary thereof have been duly and validly issued and, with respect to the Pledged Stock of a corporation, are fully paid and nonassessable.

(c)To the best of the Grantor’s knowledge, each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(d)Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Capital Stock owned by such Grantor in any Subsidiary pledged by it hereunder, free of any and all Liens of any other Person, except the security interest created by this Agreement and other Liens permitted under the Credit Agreement.

4.6Intellectual Property.  (a)  Schedule 6 lists (i) all Registered Intellectual Property owned by such Grantor in its own name on the date hereof that has been filed or is registered with the United States Patent and Trademark Office or United States Copyright Office (other than unpublished Patent applications), noting in each case the relevant registration, application or serial number, and the jurisdiction of registration or application, and (ii) all material exclusive inbound Intellectual Property Licenses to which such Grantor is a party (including the title, counterparty and date of such licenses).

(b)Each Grantor owns or has the right to use all Intellectual Property that is material to its business as currently conducted, free of all Liens (other than Permitted Liens), and, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Grantor takes reasonable actions to protect the secrecy and confidentiality of all trade secrets owned by such Grantor.

(c)Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, on the date hereof, (i) all Registered Intellectual Property owned by such Grantor is, to such Grantor’s knowledge, valid, unexpired and enforceable, and has not been abandoned and (ii) does not Infringe the Intellectual Property rights of any other Person and is not being Infringed by any other Person.

(d)No holding, decision or judgment has been rendered by any Governmental Authority which limits or cancels the validity, enforceability, ownership or use of, or such Grantor’s rights in, any Intellectual Property owned by such Grantor, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(e)No claim, action or proceeding is pending, or, to the knowledge of such Grantor, threatened, or imminent on the date hereof challenging the validity, enforceability, ownership or use of any Intellectual Property owned by such Grantor, which, if adversely determined, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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SECTION 5.COVENANTS

Each Grantor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Obligations (other than (i) Specified Cash Management Obligations and Specified Swap Agreements and (ii) indemnitees and other contingent obligations that survive repayment of the Loans) shall have been paid in full, no Letter of Credit shall remain outstanding (unless the outstanding amount of the L/C Obligations related thereto has been cash collateralized or a backstop letter of credit satisfactory to the applicable Issuing Lender is in place) and the Commitments shall have terminated:

5.1Delivery of Certificated Securities and Certain Promissory Notes or Other Evidences of Indebtedness.  If any amount in excess of $2,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument (other than Checks), Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be promptly delivered to the Administrative Agent, for the benefit of the Secured Parties, duly indorsed in a manner reasonably satisfactory to the Administrative Agent.

5.2Maintenance of Insurance.  (a)  Such Grantor will maintain the insurance required by Section 6.5 of the Credit Agreement.

(b)All such insurance shall (i) provide (or such Grantor shall use commercially reasonable efforts to ensure that it provides) that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof and (ii) name the Administrative Agent as an additional insured or loss payee, as applicable.

5.3Maintenance of Perfected Security Interest; Further Documentation.  (a)  Such Grantor shall take all actions reasonably requested by the Administrative Agent to maintain the security interest created by this Agreement (subject to any limitations with respect to perfection as set forth in the Credit Agreement and this Agreement) as a perfected security interest, subject to the qualifications, and, as applicable, having at least the priority described in Section 4.2 (subject to Liens permitted by the Credit Agreement) and shall take commercially reasonable actions to defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral.

(b)At any time and from time to time, upon the written request of the Administrative Agent (in its reasonable discretion), and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted.

5.4Changes in Name, etc.  Such Grantor will not, except upon 5 Business Days’ prior written notice to the Administrative Agent, (a) change its location (as such term is used in Section 9-307 of the Uniform Commercial Code or (b) change its name.

5.5Notices.  Such Grantor will advise the Administrative Agent and the Lenders promptly, in reasonable detail, of the occurrence of any other event which could reasonably be expected to have a Material Adverse Effect on the aggregate value of the Collateral or on the security interests created hereby.

5.6Investment Property.  (a)  Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or in respect of the Pledged Investment Property to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Investment Property required to be delivered to the Administrative Agent under this Agreement, whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the issuer of any Pledged Investment Property or received in exchange for Pledged Investment Property or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Grantor, shall be held in trust for the benefit of the

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Administrative Agent and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement).

(b)Without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld, such Grantor will not (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Investment Property or Proceeds (to the extent constituting Collateral) thereof (except pursuant to a transaction permitted by the Credit Agreement), (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or permitted under the Credit Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof, except for any undertaking or agreement permitted under the Credit Agreement.

(c)In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it and (ii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Sections 6.3(c) and 6.7 with respect to such Investment Property issued by it.

5.7Intellectual Property.  (a)  Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, such Grantor will (i) continue to use each Trademark owned by such Grantor to the extent required by any applicable Requirement of Law and to maintain such Trademark in full force and effect for each class of goods or services for which such Trademark is currently used, free from any claim of abandonment for non-use, (ii) maintain substantially the same (or higher) standards of quality of all products and services offered under such Trademark as in the past, (iii) use such Trademark with all appropriate notices of registration and all other legends required by applicable Requirements of Law to maintain such Trademark, (iv) not adopt or use any new mark or any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement (subject to the qualifications set forth in Section 4.2), and (v) not knowingly do any act or knowingly omit to do any act whereby such Trademark may become invalidated in any way.

(b)Such Grantor will not knowingly do any act, or knowingly omit to do any act, whereby any material Patent owned by such Grantor may become forfeited, abandoned or dedicated to the public.

(c)Such Grantor will not (i) knowingly do any act or knowingly omit to do any act whereby any portion of the material Copyrights owned by such Grantor may become invalidated or (ii) knowingly do any act whereby any portion of a material Copyright owned by such Grantor may fall into the public domain.

(d)Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, such Grantor will not do any act that knowingly Infringes the Intellectual Property rights of any other Person.

(e)Such Grantor will notify the Administrative Agent and the Lenders immediately (but in any event within thirty (30) days) if it knows that any application or registration for any material Registered Intellectual Property owned by such Grantor has become forfeited or abandoned (other than the expiration of Patents at the end of their statutory term), or of any adverse determination in any proceeding against such Grantor regarding such Grantor’s rights in or the validity, enforceability, ownership or use of, any material Intellectual Property owned by such Grantor, including, without limitation, such Grantor’s right to register or to maintain the same, in each case that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(f)Whenever such Grantor shall acquire any U.S. Registered Intellectual Property, become the exclusive licensee of any U.S. Registered Intellectual Property or file an application for the registration of any Registered Intellectual Property with the United States Patent and Trademark Office, such Grantor shall report such filing to the Administrative Agent within thirty (30) days after the last day of the fiscal quarter in which such filing

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occurs.  Whenever such Grantor shall acquire any U.S. Copyright registration or application, become the exclusive licensee of any U.S. Copyright registration or application, or file an application for any Copyright with the United States Copyright Office, such Grantor shall report such filing to the Administrative Agent within thirty (30) days after the last day of the fiscal quarter in which such filing occurs.  Upon request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s and the Lenders’ security interest in any Registered Intellectual Property in the United States.

(g)Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, such Grantor will take all reasonable and necessary steps, as determined in such Grantor’s reasonable business judgment, to maintain each registration of the Registered Intellectual Property owned by such Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(h)Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in the event that, to such Grantor’s knowledge, any Intellectual Property owned by any Grantor is Infringed by a third party, such Grantor shall take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property, including (where appropriate in such Grantor’s reasonable judgment) suing for Infringement, seeking injunctive relief, and recovering any and all damages for such Infringement.

5.8Commercial Tort Claims.  If such Grantor shall obtain an interest in any Commercial Tort Claim in an amount reasonably estimated by such Grantor to be in excess of $5,000,000 for which a complaint in a court of competent jurisdiction has been filed, such Grantor shall within 30 days of such claim being filed sign and deliver documentation reasonably acceptable to the Administrative Agent granting a security interest under the terms and provisions of this Agreement in and to such Commercial Tort Claim.

SECTION 6.REMEDIAL PROVISIONS

6.1Certain Matters Relating to Receivables.  (a)  If an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to make test verifications of the Receivables required to be included in the Collateral in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications.

(b)The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables required to be included in the Collateral and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default.  If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of such Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor.  Each such deposit of Proceeds of Receivables required to be included in the Collateral shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c)If any Event of Default shall have occurred and be continuing, at the Administrative Agent’s request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables required to be included in the Collateral, including, without limitation, all original orders, invoices and shipping receipts.

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6.2Communications with Obligors; Grantors Remain Liable.  (a)  The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default, communicate with obligors under the Receivables required to be included in the Collateral to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any such Receivables.

(b)Upon the request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables required to be included in the Collateral that such Receivables have been assigned to the Administrative Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent.

(c)Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables required to be included in the Collateral to observe and perform in all material respects all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto.  Neither the Administrative Agent nor any Lender shall have any obligation or liability under any such Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Lender of any payment relating thereto, nor shall the Administrative Agent or any Lender be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

6.3Pledged Stock.  (a)  Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property.

(b)If an Event of Default shall have occurred and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in accordance with Section 6.5, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c)Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise permitted pursuant to this Agreement or the Credit Agreement, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent.

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6.4Proceeds to be Turned Over to Administrative Agent.  If an Event of Default shall have occurred and be continuing and the Administrative Agent so requests, all Proceeds received by any Grantor consisting of cash and cash equivalents shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required).  All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control.  All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent and the Lenders) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.5.

6.5Application of Proceeds.  If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent may apply all or any part of Proceeds constituting the Collateral, whether or not held in any Collateral Account and any proceeds of an collection or sale of Collateral or of the guarantee set forth in Section 2, in payment of the Obligations in the following order:

First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents;

Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Secured Parties;

Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then held by the Secured Parties; and

Fourth, any balance remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

6.6Code and Other Remedies.  If an Event of Default shall have occurred and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law.  Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk.  The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released.  Each Grantor further agrees, at the Administrative Agent’s request after the occurrence and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere.  The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation,

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reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations in accordance with Section 6.5.  To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder.  If any notice of a proposed sale or other disposition of the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

6.7Registration Rights.  (a)  If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the opinion of the Administrative Agent it is reasonably necessary to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, reasonably necessary to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act.  Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall designate.

(b)Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.  The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(c)Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law.  Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default shall have occurred and be continuing under the Credit Agreement.

6.8Subordination.  Each Grantor hereby agrees that, after the occurrence and during the continuance of an Event of Default, unless otherwise agreed by the Administrative Agent, all Indebtedness owing by it to any Subsidiary of the Borrower shall be fully subordinated to the indefeasible payment in full in cash of such Grantor’s Obligations.

6.9Deficiency.  Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency.

SECTION 7.THE ADMINISTRATIVE AGENT

7.1Administrative Agent’s Appointment as Attorney-in-Fact, etc.  (a)  Each Grantor hereby irrevocably (subject to clause (d) below) constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose

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of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

(i)in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable required to be included in the Collateral hereunder or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;

(ii)in the case of any Intellectual Property, execute and deliver, and record or have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby in the United States;

(iii)pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv)execute, in connection with any sale provided for in Section 6.6 or 6.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v)(1)  direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (2)  ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3)  sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4)  commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5)  defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6)  settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (7)  assign any Registered Intellectual Property, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (8)  generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s and the Lenders’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

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Anything in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) (other than pursuant to clause (ii) thereof) unless an Event of Default shall have occurred and be continuing.

(b)If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c)The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand.

(d)Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.  All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

7.2Duty of Administrative Agent.  The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account.  Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.  The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers.  The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

7.3Authorization of Financing Statements.  Pursuant to any applicable law, each Grantor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent determines appropriate to perfect the security interests of the Administrative Agent under this Agreement.  Each Grantor authorizes the Administrative Agent to use the collateral description “all personal property” or words of a similar effect in any such financing statements.  Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent of any financing statement with respect to the Collateral made prior to the date hereof; provided that, at the reasonable request of any Grantor, the Administrative Agent shall amend any such statement (and any other financing statement filed by the Administrative Agent in connection with this Agreement) to exclude property that is released from, or otherwise not included in, the Collateral. The Administrative Agent agrees promptly to furnish copies of all such filings to the Borrower.

7.4Authority of Administrative Agent.  Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

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SECTION 8.MISCELLANEOUS

8.1Amendments in Writing.  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.1 of the Credit Agreement.

8.2Notices.  All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1.

8.3No Waiver by Course of Conduct; Cumulative Remedies.  Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default.  No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion.  The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4Enforcement Expenses; Indemnification.  (a)  The parties hereto agree that the Administrative Agent and the Lenders shall be entitled to reimbursement of their expenses incurred hereunder as provided in Section 10.5 of the Credit Agreement.

(b)Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all losses, claims, damages, liabilities or related expenses (including the reasonable fees, charges, disbursements and other charges of counsel) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Credit Agreement.

(c)The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

8.5Successors and Assigns.  This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns; provided that no Grantor may, except pursuant to a merger or consolidation permitted by the Credit Agreement, assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.

8.6Set-Off.  In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without notice to any Grantor, any such notice being expressly waived by each Grantor to the extent permitted by applicable law, upon any Obligations becoming due and payable by any Grantor (whether at the stated maturity, by acceleration or otherwise), to apply to the payment of such Obligations, by setoff or otherwise, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender, any affiliate thereof or any of their respective branches or agencies to or for the credit or the account of such Grantor.  Each Lender agrees promptly to notify the relevant Grantor and the Administrative Agent after any such application made by such Lender; provided that the failure to give such notice shall not affect the validity of such application.

8.7Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

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8.8Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9Section Headings.  The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.10Integration.  This Agreement and the other Loan Documents represent the entire agreement of the Grantors, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

8.11GOVERNING LAW.THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.12Submission To Jurisdiction; Waivers.  Each Grantor hereby irrevocably and unconditionally:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e)waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

8.13Acknowledgements.  Each Grantor hereby acknowledges that:

(a)it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b)neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c)no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Grantors and the Lenders.

8.14Additional Grantors.  Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 6.9 of the Credit Agreement shall become a Grantor for all purposes of this

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Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto.

8.15Releases.  (a)  At such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of (i) Specified Cash Management Agreements or Specified Swap Agreements and (ii) indemnities and other contingent indemnification and reimbursement liabilities that survive repayment of the Loans) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (unless the outstanding amount of the L/C Obligations related thereto has been cash collateralized or a backstop letter of credit satisfactory to the applicable Issuing Lender is in place), the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors.  At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

(b)If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.  At the request and sole expense of the Borrower, a Subsidiary Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement.

8.16WAIVER OF JURY TRIAL.  EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written.

VIKING INTERMEDIATE INC.
By:	/s/ David Lundstedt
	Name: David Lundstedt
	Title:   President and CEO
VIKING ACQUISITION INC.
By:	/s/ David Lundstedt
	Name: David Lundstedt
	Title:   President and CEO

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THE ARMOR ALL/STP PRODUCTS COMPANY,
By:	/s/ David Lundstedt
	Name: David Lundstedt
	Title:   President and CEO

Signature Page to Guarantee and Collateral Agreement

STP PRODUCTS MANUFACTURING COMPANY,
By:	/s/ David Lundstedt
	Name: David Lundstedt
	Title:   President and CEO

Signature Page to Guarantee and Collateral Agreement

VIKING PRODUCTS MARKETING INC.,
By:	/s/ David Lundstedt
	Name: David Lundstedt
	Title:   President and CEO

Signature Page to Guarantee and Collateral Agreement

AA GROUP (U.S.) - B LLC
By:	/s/ David Lundstedt
	Name: David Lundstedt
	Title:   President and CEO

Signature Page to Guarantee and Collateral Agreement

AA GROUP (U.S.) - A LLC
By:	/s/ David Lundstedt
	Name: David Lundstedt
	Title:   President and CEO

Signature Page to Guarantee and Collateral Agreement

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:	/s/ Tony Yung
	Name: Tony Yung
	Title:   Vice President

Signature Page to Guarantee and Collateral Agreement

EX-10.11

Exhibit 10.11

EXECUTION COPY

ADVISORY SERVICES AND MONITORING AGREEMENT

This ADVISORY SERVICES AND MONITORING AGREEMENT (this “Agreement”) is entered into as of November 5, 2010, by and between Viking Acquisition Inc., a Delaware corporation (the “Company”) and Avista Capital Holdings, L.P., a Delaware limited partnership (“Advisor”).

WHEREAS, the Company has acquired certain assets and equity interests pursuant to that certain Purchase and Sale Agreement, dated as of September 21, 2010, between The Clorox Company, a Delaware corporation and the Company (the “Acquisition”);

WHEREAS, in connection with the Acquisition, Advisor (together with its affiliates) has provided and will continue to provide services, advice and analysis, including management of and assistance with due diligence and other investigatory matters related to the Company, its subsidiaries and its parent companies (collectively, the “Group Companies”) and the industries in which they operate, and advice with respect to financing facilities and related arrangements and other matters;

WHEREAS, Advisor has staff skilled in corporate finance, strategic corporate planning, and other management skills and advisory and business monitoring services;

WHEREAS, the Group Companies will require such skills and services from Advisor in connection with their business operations and execution of strategic plans; and

WHEREAS, Advisor is willing to provide such skills and services to the Company and other Group Companies.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1.Appointment.

(a)The Company hereby appoints Advisor, or its designees, as one of its financial advisors with respect to the following services to the extent appropriate and requested by the Company or other Group Companies: (i) assisting the Company or other Group Companies in analyzing its operations and historical performance; (ii) assisting the Company or other Group Companies in analyzing future prospects; (iii) assisting the Company or other Group Companies

with respect to future proposals for tender offers, acquisitions, sales, mergers, financings, exchange offers, recapitalizations, restructurings or other similar transactions that may be consummated during the term of this Agreement; and (iv) providing financial and business monitoring services, including assisting the Company or other Group Companies in preparing a strategic plan (collectively, “Advisory Services”).

(b)Advisor does not make any representations or warranties, express or implied, in respect of Advisory Services provided hereunder.  In no event shall Advisor or any of its respective affiliates be liable to the Company, other Group Companies or any of their respective affiliates for any act, alleged act, omission or alleged omission.

(c)Advisor shall devote such time and efforts to provide Advisory Services contemplated hereby as it deems reasonably necessary or appropriate (including by making the management professionals employed or engaged by it available in connection therewith); provided, however, that no minimum number of hours shall be required to be devoted by Advisor on a weekly, monthly, annual or other basis.

Section 2.Payment of Fees.

(a)In consideration of Advisory Services provided and to be provided by Advisor in connection with the transaction related to the consummation of the Acquisition, the Company agrees to pay to Advisor (or its designees) upon execution of this Agreement, a one-time fee of an amount equal to $13,500,000.

(b)In consideration of the ongoing Advisory Services to be provided hereunder by Advisor to the Company and other Group Companies, the Company will pay Advisor (or its designees) an annual fee of $1,000,000.  Such annual fee shall be paid in equal quarterly installments on the first day of each fiscal quarter of each calendar year throughout the duration of this Agreement, provided, however, that such fee relating to the quarter in which this Agreement is signed shall be payable on the date hereof and pro rated for the balance of the quarter remaining on the date hereof and provided, further, that, prior to the termination or expiration of this Agreement, all unpaid fees and expenses hereunder through, as applicable, the termination or expiration of this Agreement shall be immediately due and payable.

(c)Upon any transaction entered into by the Company or any other Group Company in which Advisor has provided advice and assistance to the Company, Advisor shall be entitled, in addition to receiving other fees hereunder, to receive from the Company reasonable and customary advisory fees for such advice and services as Advisor may provide which may include assisting with the preparation and presentation of offering memoranda and other data and assisting

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with the process, structuring and negotiation of any resulting transaction or issuance, such fee to be payable on the closing date of such transaction.

(d)Notwithstanding the provisions of Sections 2(b) and 2(c) of this Agreement, all or any portion of the fees that would otherwise be payable under Sections 2(b) or 2(c) shall not be paid if paying such fees would be prohibited by, or would cause a default under, the terms of the Company’s principal loan documents; provided, that the Company shall pay the maximum portion of such fees to Advisor without breaching such prohibition or causing such default.  If paying all or any portion of such fees is prohibited by this Section 2(d), such fees shall continue to be an obligation of the Company and interest shall accrue on the unpaid portion of such fees (at a rate equal to 8% per annum) until such time as such fees may be paid without violating this Section 2(d).

(e)All payments and reimbursements to be made to Advisor pursuant to this Section 2 will be paid by wire transfer of immediately available funds to an account specified by Advisor in writing to the Company.  The fees and other compensation specified in this Agreement will be payable by the Company regardless of the extent of services requested by the Company pursuant to this Agreement, and regardless of whether or not the Company requests Advisor to provide any such services.

Section 3.Reimbursement of Expenses. In consideration of the time, effort and expense that have been and will be expended or incurred by or on behalf of Advisor in connection with the Acquisition or in connection with the services provided by Advisor hereunder, the Company agrees to reimburse Advisor from time to time upon request for all reasonable out-of-pocket costs, fees and expenses incurred by or on behalf of Advisor in connection with or related to the Acquisition or in connection with the services provided by Advisor hereunder whether incurred before or after the date hereof, including costs, fees and expenses relating to: (i) accountants, attorneys, recruitment firms and other consultants hired by Advisor, to the extent not otherwise paid by the Company; (ii) due diligence investigations by or on behalf of Advisor; (iii) the preparation, negotiation and execution of any agreements relating to the Acquisition between and among Advisor and the Company, other Group Companies, and their respective senior executives and shareholders; (iv) any subsequent amendments or waivers (whether or not the same become effective) under or in respect of any such agreements; (v) governmental and regulatory filings made by or on behalf of Advisor in connection with the Acquisition; (vi) ongoing matters affecting the Company such as equity incentive plans, acquisitions or financing transactions; and (vii) ongoing monitoring of the affairs of the Company (including all reasonable travel and related expenses and ongoing industry and company analyses).

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Section 4.No Exclusive Duty to the Company.

(a)In recognition that (i) Advisor currently has, and will in the future have or will consider acquiring, investments in numerous entities with respect to which Advisor may serve as an advisor, a director or in some other capacity; (ii) Advisor may have duties to various investors, stockholders and partners; (iii) Advisor (or one or more affiliates, associated investment funds or portfolio Company) may engage in the same or similar activities or lines of business as the Company or other Group Companies and have an interest in the same areas of corporate opportunities; (iv) the Company will derive certain benefits hereunder; and (v) Advisor, in desiring and endeavoring to satisfy its duties, may confront difficulties in determining the full scope of such duties in any particular situation, the provisions of this Section 4 are set forth to regulate, define and guide the conduct of certain affairs of the Company and other Group Companies as they may involve Advisor.

(b)Notwithstanding anything to the contrary contained herein, (i) Advisor and its affiliates shall not be required to manage the Company or other Group Companies as their sole and exclusive function; (ii) Advisor and its affiliates may have other business interests and may engage in other activities in addition to those relating to the Company and other Group Companies, and such other business interests or activities may be of any nature or description, may be competitive with the Company or other Group Companies and may be engaged in independently or with others; and (iii) neither the Company nor any other Group Companies shall have any right, by virtue of this Agreement or the relationship created hereby, in or to such other ventures or activities of Advisor or its affiliates or to the income or proceeds derived therefrom, and the pursuit of such ventures or activities, even if competitive with the Company or other Group Companies, shall not be deemed wrongful or improper.

(c)Neither Advisor nor any of its affiliates, members, partners, employees, advisors, consultants, agents or representatives (collectively, the “Advisor Entities”) shall have any duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its affiliates or to refrain from any actions specified in Section 4(a), and the Company, on its own behalf and on behalf of its affiliates, hereby renounces and waives any right to require Advisor or any of its affiliates to act in a manner inconsistent with the provisions of Section 4(a).

(d)Neither Advisor nor any of Advisor Entities shall be liable to the Company, other Group Companies or any of their respective affiliates for breach of any duty (contractual or otherwise) by reason of any actions or omissions of the types referred to in Section 4(a) or its or its affiliates’ participation therein.

Section 5.Term and Termination.

(a)This Agreement shall continue in full force and effect for a term of 7 years.  This Agreement shall automatically renew on each anniversary

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of the date hereof, and, in connection with each renewal, the term of this Agreement (the “Term”) shall be 7 years from the date of such renewal, unless Advisor provides written notice of its desire to terminate this Agreement to the Company no later than 30 days prior to the date of such renewal.

(b)This Agreement shall terminate on the earlier to occur of (i) the expiration of the Term or (ii) the date upon which the Company pays to Advisor all amounts that would otherwise be payable pursuant to this Agreement for the remainder of the Term.  No termination of Advisor’s engagement hereunder shall affect any of the Company’s obligations hereunder, including the Company’s indemnity obligations as set forth herein.

Section 6.Governing Law; Submission to Jurisdiction; WAIVER OF JURY TRIAL.

(a)Choice of Law.  This Agreement shall be governed by and construed, and interpreted in all respects, in accordance with the laws of the State of New York without regard to conflicts of laws principles thereof.

(b)Consent to Jurisdiction.  Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York (collectively, “New York Courts” and each a “New York Court”).  Each of the parties hereto by execution hereof: (i) hereby irrevocably submits to the jurisdiction of New York Courts for the purpose of any action, suit or proceeding arising out of or based upon this Agreement or the subject matter hereof; and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in any New York Court, that any such action, suit or proceeding brought or maintained in any New York Court should be dismissed on grounds of forum non conveniens, should be transferred to any court other than a New York Court, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than a New York Court, or that this Agreement or the subject matter hereof may not be enforced in or by any New York Court.  Each of the parties hereto hereby consents to service of process in any such action, suit or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 16 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in the manner set forth in Section 16 does not constitute good and sufficient

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service of process.  The provisions of this Section 6(b) shall not restrict the ability of any party to enforce in any court any judgment obtained in a New York Court.

(c)Waiver of Jury Trial.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, CAUSE OF ACTION, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE.  Each of the parties hereto acknowledges that it has been informed by each other party that the provisions of this Section 6(c) constitute a material inducement upon which such party is relying and will rely in entering into this Agreement and the transactions contemplated hereby.  Any of the parties hereto may file an original counterpart or a copy of this Agreement with any court as written evidence of the consent of each of the parties hereto to the waiver of its right to trial by jury.

Section 7.Liability and Indemnity.  Neither Advisor nor the Advisor Entities shall be liable to the Company or any of its subsidiaries or affiliates for any loss, liability, damage or expense arising from or in connection with any services provided hereunder or the Acquisition.  The Company shall, at its own cost and expense, defend, indemnify and hold harmless Advisor and Advisor Entities from and against any and all loss, liability, damage or expenses arising from any claim by any person with respect to, or in any way related to, any services provided hereunder (including reasonable attorneys’ fees), resulting from any act or omission of Advisor or Advisor Entities or the Acquisition.

Section 8.Limitation of Liability.  In no event will any party hereto be liable to any other party hereto for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or for any third party claims (whether based on contract, tort or otherwise), relating to any services provided hereunder.

Section 9.Non-Recourse.  No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of Advisor, the Company, other Group Companies or any of their respective affiliates shall have any liability for any obligations or liabilities of Advisor, the Company, other Group Companies or any of their respective affiliates under this Agreement or for any claim based on, in respect of or arising from the transactions or matters contemplated hereby.

Section 10.Authority to Enter Agreement.  Each party to this Agreement represents and warrants to the other parties hereto that it has all

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requisite power and authority to enter into this Agreement and the transactions contemplated hereby, that this Agreement has been duly and validly authorized by all necessary action on the part of such party and that when duly executed and delivered by such party, this Agreement shall constitute a legal, valid and binding agreement of such party, enforceable against it in accordance with its terms.

Section 11.Amendments and Waivers.  No amendment of any term, provision or condition of this Agreement shall be effective, unless in writing and executed by each of the parties hereto.  No waiver on any one occasion shall affect, extend to, or be construed as a waiver of, any right or remedy on any future occasion.  No course of dealing of any person nor any delay or omission in exercising any right or remedy shall constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto.

Section 12.Independent Contractor.  The parties agree and understand that Advisor is and shall act as an independent contractor of the Company in providing Advisory Services.  Advisor is not and, in providing Advisory Services, will not hold itself out as an employee, agent or partner of the Company.

Section 13.Information.  The Company shall furnish and make available to Advisor all financial and other information as Advisor deems appropriate in connection with providing Advisory Services and, in connection therewith, will provide Advisor with reasonable access to its officers, directors, employees, agents, accountants, counsel and other representatives.  The Company acknowledges and accepts that (a) Advisor will rely solely on such information and information that is available from public sources in providing Advisory Services without assuming any responsibility for independent investigation or verification thereof; (b) Advisor will not be responsible for the accuracy or completeness of such information or any other information regarding the Company; and (c) Advisor will not be required to appraise the value of the Company’s assets or liabilities.

Section 14.Confidentiality.  No advice rendered by Advisor, whether formal or informal, may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without Advisor’s prior written consent.  Unless otherwise required by law, all information provided hereunder (including the terms of this Agreement) by one party hereto (the “Disclosing Party”) to another party hereto (the “Receiving Party”) shall be confidential and shall not be disclosed to third parties without the prior written approval of the Disclosing Party, except where such information is at the time of the disclosure or thereafter becomes available (a) to the general public (other than as a result of its disclosure by the Receiving Party); or (b) to the Receiving Party on a non-confidential basis from a person not bound by confidentiality obligations.  Notwithstanding the forgoing, without the prior written approval of the Disclosing Party: (i) Advisor may disclose any information to Advisor Entities in connection with providing

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Advisory Services; and (ii) the Receiving Party may disclose information and material that it receives on the tax structure or tax treatment of services provided hereunder, provided, however, that such disclosure shall not include the name (or other identifying information not relevant to the tax structure or tax treatment) of any person and shall not include information for which confidentiality is reasonably necessary under securities laws.  The Receiving Party shall be responsible for any breach of the obligation set forth in this Section 14 by its affiliates, representatives and agents.

Section 15.Entire Agreement.  This Agreement contains the entire understanding of the parties hereto with respect to the specific subject matter hereof and supersede any prior communication or agreement with respect thereto.

Section 16.Notice.  All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by facsimile, nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by such party to the other parties:

If to the Company, to:	Viking Acquisition Inc. c/o Avista Capital Holdings, L.P. 65 East 55th Street 18th Floor New York, NY 10022 Attention: Ben Silbert, Esq. Facsimile: 212-593-6959
If to Advisor, to:	Avista Capital Holdings, L.P. 65 East 55th Street 18th Floor New York, NY 10022 Attention: Ben Silbert, Esq. Facsimile: 212-593-6959

All such notices, requests, consents and other communications shall be deemed to have been received: (a) in the case of delivery in person or by facsimile, on the date of such delivery; (b) in the case of delivery by nationally-recognized overnight courier, on the next business day following such delivery; and (c) in the case of delivery by mail, on the third business day after the posting thereof.

Section 17.Severability.  If in any judicial or arbitral proceedings a court or arbitrator shall refuse to enforce any provision of this Agreement, then such unenforceable provision shall be deemed eliminated from this Agreement for

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the purpose of such proceedings to the extent necessary to permit the remaining provisions to be enforced.  To the full extent, however, that the provisions of any applicable law may be waived, they are hereby waived to the extend that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms, and in the event that any provision hereof shall be found to be invalid or unenforceable, such provision shall be construed by limiting it so as to be valid and enforceable to the maximum extent consistent with and possible under applicable law.

Section 18.Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same instrument.

Section 19.Headings; Interpretation.  All headings in this Agreement are inserted for convenience only and shall be disregarded in construing and enforcing provisions of this Agreement.  The words “include”, “includes” or “including” shall be deemed to be followed by the words “without limitation.”

Section 20.Prevailing Party.  If any action or other proceedings is brought for a breach of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs incurred in bringing such action or proceeding, in addition to any other relief to which such party may be granted or entitled.

Section 21.Successors; Assignment.  This Agreement and all the obligations and benefits hereunder shall inure to the successors and assigns of the parties.  No party may assign any obligations hereunder to any other party without the prior written consent of each of the other parties; provided, that Advisor may, without consent of any other party hereto, assign its rights and obligations under this Agreement to any of its affiliated investment funds.  The assignor shall remain liable for the performance of any assignee.

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its duly authorized officer or representative as of the date first above written.

VIKING ACQUISITION INC.
By:	/s/ David Lundstedt
	Name: David Lundstedt
	Title:   President and Chief Executive Officer

AVISTA CAPITAL HOLDINGS, L.P. By: Avista Capital, Inc. Its: General Partner
By:	/s/ David Burgstahler
	Name: David Burgstahler
	Title:   Authorized Signatory

[Signature Page to Advisory Services and Monitoring Agreement]

EX-10.12

Exhibit 10.12

CONSULTING AGREEMENT

Effective December 1, 2010, Charles C. McIlvaine (“Consultant”) and Armored AutoGroup. (“Company”) agree as follows:

1.Services; Payment; No Violation of Rights or Obligations.  Consultant agrees to perform the Services (as defined in Exhibit A).  As the only consideration due Consultant regarding the subject matter of this Agreement, Company will provide Consultant the consideration in accordance with Exhibit A.  All activity relating to Services will be performed by and only by Consultant.  Consultant agrees that it will not violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Consultant’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.

2.Ownership Rights; Proprietary Information; Publicity.

a.Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Consultant during the term of this Agreement that relate to the subject matter of, or arise out of, the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Consultant will promptly disclose and provide all Inventions to Company.  Consultant hereby makes all assignments necessary to accomplish the foregoing ownership.  Consultant shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.  Consultant hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact, coupled with an interest, to act for and on Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant and all other creators or owners of the applicable Invention.

b.Consultant agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or for or on behalf of Consultant during the period that Consultant is to be providing the Services that relate to Company or the business or demonstrably anticipated business of Company or that are received by or for Company in confidence, constitute “Proprietary Information.”  Consultant shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information.  However, Consultant shall not be obligated under this paragraph with respect to information Consultant can document is or becomes readily publicly available without restriction through no fault of Consultant.  Upon termination or as otherwise requested by Company, Consultant will promptly provide to Company all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement.  Consultant also recognizes and agrees that Consultant has no

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expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Consultant’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

c.As additional protection for Proprietary Information, Consultant agrees that during the period that it is to be providing Services (i) and for one year thereafter, Consultant will not encourage or solicit any employee or consultant of Company to leave Company for any reason and (ii) Consultant will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and Consultant will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Company.  Without limiting the foregoing, Consultant may perform services for other persons only if such services do not represent a conflict of interest or a breach of Consultant’s obligation under this Agreement or otherwise.

d.To the extent allowed by law, Section 2.a and any license to Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like.  Furthermore, Consultant agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world and without any further compensation, Company may and is hereby authorized to use Consultant’s name in connection with promotion of its business, products and services and to allow others to do so.  To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible.  Consultant will confirm any such ratifications and consents from time to time as requested by Company.  If any other person is in any way involved in any Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such person for Company’s exclusive benefit.

e.If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Consultant (or any person involved in the Services) and not assigned hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).

3.Warranties and Other Obligations.  Consultant represents, warrants and covenants that:  (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation,

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Consultant); (iii) Consultant has the full right to allow it to provide Company with the assignments and rights provided for herein; (iv) Consultant shall comply with all applicable laws and Company safety rules in the course of performing the Services; and (v) if Consultant’s work requires a license, Consultant has obtained that license and the license is in full force and effect.

4.Term; Termination.  This Agreement shall begin on the Effective Date and continue for an unlimited period, or until the completion of the Services to Company’s satisfaction, unless earlier terminated as set forth below.  If either party materially breaches a material provision of this Agreement, the other party may terminate this Agreement upon 10 days’ notice unless the breach is cured within the notice period.  Company also may terminate this Agreement at any time, with or without cause, upon 7 days’ notice.  Sections 2 (subject to the limitations set forth in Section 2.c) through 8 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration.  Company may communicate such obligations to any other (or potential) client or employer of Consultant.

5.Independent Contractor; No Employee Benefits.  Consultant is an independent contractor (not an employee or other agent) solely responsible for the manner and hours in which Services are performed, is solely responsible for all taxes, withholdings, and other statutory, regulatory or contractual obligations of any sort (including, but not limited to, those relating to workers’ compensation, disability insurance, Social Security, unemployment compensation coverage, the Fair Labor Standards Act, income taxes, etc.), and is not entitled to any to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs.  Consultant will ensure that its employees, contractors and others involved in the Services, if any, are bound in writing to the foregoing, and to all of Consultant’s obligations under any provision of this Agreement, for Company’s benefit and Consultant will be responsible for any noncompliance by them.  Consultant agrees to indemnify Company from any and all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, on account of the foregoing or any breach of this Agreement or any other action or inaction by or for or on behalf of Consultant.

6.Assignment.  This Agreement and the services contemplated hereunder are personal to Consultant and Consultant shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of Company.  Any attempt to do so shall be void.  Company may fully assign and transfer this Agreement in whole or part.

7.Notice.  All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by written notice to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies.  The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.  No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties.  In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect

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and enforceable.  This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys fees.  Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

IN WITNESS WHEREOF, the undersigned have entered into this Consulting Agreement as of the first date set forth above.

Charles C. McIlvaine		Armored Auto Group
(Consultant)
By	/s/ Charles C. McIlvaine	By	/s/ David P. Lundstedt
	Charles C. McIlvaine		CEO
	Printed (Name, Title and Address)		David P. Lundstedt
			Chairman & CEO

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Exhibit A

Scope of Services:

Consultant will provide services related to business development and provide assistance to the CEO.

Invoicing and Terms:

Consultant’s billing rate will be $20,000 per month.  Consultant will be paid monthly by Armored AutoGroup (including the option to direct deposit; information to be provided by Consultant).

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EX-10.13

Exhibit 10.13

Memorandum

Date:	December 27, 2011
To:	Derek Gordon
From:	Robin Trainor
Subject:	Employment Separation Agreement and Release

This Employment Separation Agreement and Release (“Agreement and Release”) confirms our mutual understanding regarding your rights and benefits in relation to your termination of employment with Armored AutoGroup Inc., its predecessor companies, affiliates, subsidiaries and business units, past and present (“AAG” or the “Company”). By signing this Agreement and Release, you hereby acknowledge that these benefits are in full satisfaction of all rights to termination or severance related benefits for which you may have been eligible or may claim to be eligible under any agreement, promise or program, whether written or oral, express or implied.

Termination

You have been informed of your termination of employment from the Company. Your last day of work will be December 31, 2011 (“Last Day of Active Employment”).

Vacation Pay

After your Last Day of Active Employment you shall be paid 27.7 days (equating to 221.16 hours) of current year accrued unused vacation pay (“Current Vacation Period”). Current year vacation pay ceases to accrue as of your Last Day of Active Employment. Your accrued unused vacation pay shall be paid in accordance with your normal pay cycle.

Severance Pay

Provided you sign and return this Agreement and Release in the form provided to you, you shall receive nine (9) months of base salary continuation (“Salary Continuation Period”). These salary continuation payments are hereinafter referred to as “Severance Pay.” Your Salary Continuation Period shall extend from the Last Day of Active Employment through September 30, 2012.

As a general rule, the Company will not begin the payment of your Severance Pay until after you have signed and returned this Agreement and Release in the form provided, and any revocation period provided for in this agreement has expired. In such case, your Severance Pay shall commence when the duly executed Agreement and Release has been returned and any arrearages shall be paid retroactively as soon as administratively practicable.  Notwithstanding the foregoing, the Company reserves the right, in its sole discretion, to continue your Severance Pay while you

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review this Agreement and Release; provided, however, that this payment of your Severance Pay shall in no event be construed as a waiver by the Company of the provision in the Severance Plan making Severance Pay contingent on execution of a release of claims in favor of the Company.

Provided that you have signed and returned this Agreement and Release in the form provided, in the event of your death after your Last Day of Active Employment, payment of any remaining Severance Pay owing under this Agreement and Release will be made to your estate.

All Severance Pay benefits are subject to federal, state and other applicable taxes and withholdings.

Additional Consideration

In addition to the benefits described above, you shall be entitled to the following benefit(s) (“Additional Benefits”), provided you sign and return this Agreement and Release in the form provided to you: a Company sponsored outplacement assistance program conducted by the Lee Hecht Harrison firm, at a level determined by the Company, which will provide career transition counseling.

Employee Benefits

A general description of your rights to continued participation in your employee benefit plans will be provided to you with this Agreement and Release. Such description is for information purposes only and is not a part of this Agreement and Release.

Nonqualified Stock Option Award Agreement

You were granted certain right and option (the “Option”) to purchase shares under terms and conditions set forth in your Nonqualified Stock Option Award Agreement with Armored AutoGroup Parent Inc. effective as of November 5, 2010 (the Option Agreement”). Notwithstanding any terms governing your right and option to purchase shares under the Option Agreement, you agree to waive all right to exercise the Option and further acknowledge and agree that the Option is canceled and forfeited.

Consideration for the Release

The Severance Pay and Additional Benefits (the “Consideration”) are something of value that will be available to you only in return for your signed Agreement and Release in the form provided to you. If you choose not to sign this Agreement and Release in the form provided to you, you will not be entitled to the Consideration.

Contingencies

In order to receive the Consideration under this Agreement and Release, you must return this signed Agreement and Release, in the form provided, to Robin Trainor, no earlier than the Last Day of Active Employment and no later than one week after the Last Day of Active Employment. In order to receive the Consideration under this Agreement and Release, you must return this signed Agreement and Release, in the form provided, to Robin Trainor, no earlier than the Last Day of

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Active Employment. You may take up to twenty-one (21) calendar days after the Last Day of Active Employment to consider the Agreement and Release before signing, although you may, in the exercise of your sole discretion, sign it at any time before the 21-day period expires. You must return this signed Agreement and Release no later than 22-days after the Last Day of Active Employment.

In the event that before the end of your Salary Continuation Period you (i) accept a position with the Company as an employee, or (ii) return to work at the Company as a leased employee, consultant or independent contractor, all Consideration under this Agreement and Release will terminate as of the date of your reemployment or assignment with the Company commences. In such event, all Consideration paid to you before your reemployment or assignment with the Company commences shall be considered to be valuable legal consideration to which you were not otherwise entitled and the Release of Claims and Confidentiality provisions of this Agreement and Release shall remain in effect and fully enforceable.

Subject to the preceding paragraph, your acceptance of a position with another company will generally not affect your eligibility for the Consideration under this Agreement and Release. However, the Company reserves the right to cancel your Consideration in the event that you engage in activities determined to be significantly detrimental to the Company’s interests, including, without limitation, recruiting, hiring, or soliciting (either directly or indirectly) AAG employees for employment or performance of services with a competing company, breach of any obligations under any confidentiality agreement or intellectual property agreement, making knowingly false or misleading statements about AAG or its products, officers or employees to competitors, customers, potential customers or former or current AAG employees, holding yourself out as an active AAG employee, and material breach of any of the terms of this Agreement and Release.

Release Of Claims

In exchange for the Consideration, you do hereby waive and do hereby release, knowingly and willingly, Armored AutoGroup Inc., its present and future parent companies, its predecessor companies, its past, present and future divisions, subsidiaries, affiliates and related companies and their successors and assigns and all past, present and future directors, officers, employees and agents of these entities, personally and as directors, officers, employees and agents (collectively the “AAG Group”), from any and all claims of any nature whatsoever you have arising out of your employment and/or the termination of your employment with the AAG Group, known or unknown, including but not limited to any claims you may have under federal, state or local employment, labor, or anti-discrimination laws, statutes and case law and specifically claims arising under the federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1964, as amended, the Americans with Disabilities Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Family and Medical Leave Act, the Rehabilitation Act of 1973, the Fair Labor Standards Act, the Labor-Management Relations Act, the Equal Pay Act and the Worker Adjustment Retraining and Notification Act, the Connecticut Human Rights and Opportunities Law, the Connecticut Family and Medical Leave Law, the Connecticut Age Discrimination and Employee Insurance Benefits Law, the Connecticut Smokers’ Rights Law, the Connecticut Constitution, Connecticut common law and any other applicable state, county or local law, ordinance or statute including claims for attorneys’ fees, the California Fair Employment and

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Housing Act and applicable regulations, the California Family Rights Act, disputed claims under the California Labor Code or Wage Orders, Labor Code Section 132a and/or the California Constitution, California common law and any other applicable state, county or local law, ordinance or statute including claims for attorneys’ fees; provided, however, that this release does not apply to claims under ERISA Section 502(a)(1)(B) for benefits under AAG Group sponsored benefit plans covered under ERISA (other than claims for severance and severance related benefits), does not apply to claims arising out of obligations expressly undertaken in this Agreement and Release, and does not apply to claims arising out of any act or omission occurring after the date you sign this Agreement and Release. All claims, including contingent claims, for incentive compensation awards under any AAG Group plan or payroll practice, along with any claims under any state wage and hour laws, are specifically subject to this release of claims. Any rights to benefits (other than severance benefits) under AAG Group sponsored benefit plans are governed exclusively by the written plan documents.

Excluded from this Release of Claims arc any claims or rights which cannot be waived by law. Also excluded from the General Release is your right to file a charge with an administrative agency or participate in any agency investigation. You are, however, waiving your right to recover money in connection with any such charge or investigation. You are also waiving your right to recover money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal, state or local agency.

You acknowledge and understand that you have accepted the Consideration referenced in this Agreement and Release in full satisfaction of all claims and obligations of the AAG Group to you regarding any matter or incident up to the date you execute this Agreement and Release (except to the extent expressly excepted from the terms of this Agreement and Release) and you affirmatively intend to be legally bound thereby.

You hereby agree and acknowledge that you are not entitled to receive any additional payments or benefits from the AAG Group related to your employment or termination of employment other than as expressly provided herein.

Release of Unknown Claims

For the purpose of implementing a full and complete release, you expressly acknowledge that the release given in this Agreement and Release is intended to include, without limitation, claims that you did not know or suspect to exist in your favor at the date of your execution of this Agreement and Release , regardless of whether the knowledge of such claims, or the facts upon which they might be based would materially have affected your execution of this Agreement and Release ; and that the consideration given under this Agreement and Release is also for the release of those claims and contemplates the extinguishment of any such unknown claims, despite the fact that California Civil Code section 1542 may provide otherwise. You expressly waive any right or benefit available to you in any capacity under the provisions of section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO ALL CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MAY HAVE MATERIALLY

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AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Cooperation and Nondisclosure

In further exchange for the Consideration you receive under this Agreement and Release, you agree to cooperate fully with the Company in any matters that have given or may give rise to a legal claim against the Company, and of which you are knowledgeable as a result of your employment with the Company. This requires you, without limitation, to (1) make yourself available upon reasonable request to provide information and assistance to the Company on such matters without additional compensation, except for your out of pocket costs, (2) maintain the confidentiality of all Company privileged or confidential information including, without limitation, attorney-client privileged communications and attorney work product, unless disclosure is expressly authorized by the Company’s legal department, and (3) notify the Company promptly of any requests to you for information related to any pending or potential legal claim or litigation involving the Company, reviewing any such request with a designated representative of the Company prior to disclosing any such information, and permitting a representative of the Company to be present during any communication of such information.

Non-Disclosure of Confidential Information.

You agree not to reproduce, publish, disclose, use, reveal, show, or otherwise communicate to any person or entity any Confidential Information, including Company trade secrets. “Confidential Information” as used in this Agreement and Release shall include the Company’s trade secrets as defined under California law, as well as any other information or material which is not generally known to the public, and which: (1) is generated, collected by or utilized in the operations of the Company’s business and relates to the actual or anticipated business, research or development of the Company or the Company’s actual or potential customers and/or vendors/business partners; or (2) is suggested by or results from any task assigned to you by the Company or work performed by you for or on behalf of the Company. Confidential Information shall not be considered generally known to the public if you or others improperly reveal such information to the public without the Company’s express written consent and/or in violation of an obligation of confidentiality to the Company.

Examples of Confidential Information, include, but are not limited to, all customer, client, licensee, supplier and vendor lists, and contractual arrangements, budget information, contents of any databases, contracts, product designs, technical know-how, engineering data, pricing and cost information, pricing policies, margin information, research and development work, systems, procedures and manuals, technical and business information, software, business plans, investment strategies, proprietary data, forecasts, operational methods, customer preferences and needs, projections, market research, perceptual studies, strategic plans, marketing strategies, financial information (including financial statements), sales information, training manuals, employee lists and sensitive compensation data, compensation strategies and plans, and all other competitively sensitive information with respect to the Company, whether or not it is in tangible form, and including without limitation any of the foregoing contained or described on paper or electronic form (including notes, memorandum, reports, or pictures) or in computer software or other storage devices, as the same may exist from time to time and including periods of time prior to or subsequent to the period you have been employed by the Company.

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You understand that your breach of this confidentiality provision shall excuse the Company from performing further under this Agreement and Release. You agree that neither this Agreement and Release nor any version of this Agreement and Release shall be admissible in any forum as evidence against the Company or you except in a proceeding to challenge or enforce this Agreement and Release. This Agreement and Release does not constitute an admission of wrongdoing by either party.

You acknowledge and agree that any agreements signed by you relating to intellectual property and confidential information acquired by you as a result of your employment with the Company remain in full force and effect and place legal obligations upon you that continue beyond your employment with the Company. In further exchange for the Consideration you receive under this Agreement and Release, you agree to abide by the confidentiality, intellectual property and non-solicitation covenants set forth below with respect to knowledge acquired during your employment with the Company.

Nothing in this Agreement and Release (or any exhibit or attachment thereto) is intended to prohibit you from reporting any accounting, internal accounting control, or auditing matter to any federal regulatory agency, any federal law enforcement agency, or any Member of Congress or any committee or subcommittee of Congress. Nor is this Agreement and Release (or any exhibit or attachment thereto) intended to prohibit you from engaging in any activity protected by the Sarbanes-Oxley Act (18 U.S.C. § 1514A).

Cooperation with AAG Group.

You agree to assist and fully cooperate with the AAG Group in obtaining, maintaining, and asserting the fullest measure of legal protection, which the AAG Group elects to obtain, maintain or assert for Inventions in which it has a property right. “Inventions” includes not only inventions (whether or not patentable), but also innovations, improvements, discoveries, ideas and all other forms of intellectual property (including, but not limited to, copyright works and mask works), whether or not any of the foregoing constitutes trade secret or other confidential information. You also agree to assist and fully cooperate with the AAG Group in defending the AAG Group against claims of violation of the intellectual property rights of others. You will be paid my reasonable expenses in assisting, and cooperating with, the AAG Group. Except for any Inventions prohibited from assignment under California Labor Code Section 2870, you agree to execute any lawful document the AAG Group requests you to execute relating to obtaining, maintaining or asserting legal protection for any said Invention or in defending against claims of the violation of the intellectual property rights of others (including, but not limited to, executing applications, assignments, oaths, declarations, and affidavits) and you will make myself available for interviews, depositions and testimony. In the event that the AAG Group is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or prosecute any patent, copyright, or other right or protection relating to an Invention, for any other reason whatsoever, you hereby irrevocably designate and appoint the AAG Group and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and on your behalf to execute and file any such application or applications, and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or similar protections thereon with the same legal force and effect as if executed by you.

6

Trade Secret Protection Non-Solicitation.

You agree not to, directly or indirectly, use Company trade secrets to solicit the sale of any products or services that are competitive with products or services offered by, provided by or distributed by the Company, to any customer or potential customer of the Company. For a period of one year after the Last Day of Active Employment, you agree not to, directly or indirectly: solicit, attempt to persuade any employee of the Company, or recruit any person who was an employee of the Company during the twelve (12) months immediately preceding the your Last Day of Active Employment, to leave the employ of the Company.  At no time shall your interfere with the performance of other Company employees’ duties for the Company.

Return of Company Property.

You agree to immediately return all of the Company’s property, including without limitation: (i) Blackberries, cell phones or similar electronic devices, computers, printers, key cards, documents or other tangible property of the Company, and (ii) the Company’s data, including all Confidential Information, in any media, including paper or electronic form, and you shall not retain in your possession any copies of such information.

Severability; Entire Agreement; No Oral Modifications; No Waivers

Should any of the provisions of this Agreement and Release (other than the Release of Claims provision) be determined to be invalid by a court of competent jurisdiction, the parties agree that this shall not affect the enforceability of the other provisions of the Agreement and Release. In such case, the parties shall renegotiate the invalidated provision(s) in good faith to effectuate its/their purpose and to conform the provision(s) to applicable law. This Agreement and Release constitutes a single integrated contract expressing the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof. This Agreement and Release may be amended or modified only by an agreement in writing. The failure by the Company to declare a breach or otherwise to assert its rights under this Agreement and Release shall not be construed as a waiver of any right the Company has under this Agreement and Release.

Choice of Law

This Agreement and Release shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without reference to principles of conflict of laws.

Acknowledgments and Certifications

You acknowledge and certify that you:

(a)have read and understand all of the terms of this Agreement and Release and finds that it has been written in language that you understand;

(b)do not rely on any representation or statement, written or oral, not set forth in this Agreement and Release;

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(b)have had a reasonable period of time to consider this Agreement and Release;

(c)are signing this Agreement and Release knowingly and voluntarily;

(d)have been advised to consult with an attorney before signing this Agreement and Release;

(e)have the right to consider the terms of this Agreement and Release for 21 days and if you take fewer than 21 days to review this Agreement and Release, you hereby waive any and all rights to the balance of the 21 day review period; and

(f)have the right to revoke this Agreement and Release within 7 days after signing it, by providing written notice of revocation to your Human Resources representative by either: (a) hand-delivering the revocation to Robin Trainor; or (b) fax the revocation to Robin Trainor at (203) 797-9103. In either case, you agree to keep written documentation proving that you revoked this Agreement and Release as provided in this Paragraph, either by keeping the documents signed by a representative of the company, attesting to the delivery of the revocation, or a verification that the fax was, in fact, received by Robin Trainor. If you revoke this Agreement and Release during this 7-day period, it becomes null and void in its entirety.

THIS IS A LEGALLY ENFORCEABLE DOCUMENT.

		Armored AutoGroup Inc.
/s/ Derek Gordon		By:	/s/ Robin Trainor
Derek Gordon			Robin Trainor
			Vice President, Human Resources
Dated:	12/27/11	Dated:		12/27/11

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EX-21.1

Exhibit 21.1

Subsidiaries of Armored AutoGroup Inc.

Subsidiary	State of Incorporation
The Armor All/STP Products Company	Delaware
STP Products Manufacturing Company	Delaware
Armored AutoGroup Sales Inc. (f/k/a Viking Products Marketing, Inc.)	Delaware
AA Group (U.S.) - A LLC	Delaware
AA Group (U.S.) - B LLC	Delaware
AAG UK Parent Limited	United Kingdom
AAG UK Holding Limited	United Kingdom
Armored Auto (UK) LP	United Kingdom
Armored AutoGroup Australia Pty Ltd	Australia
Armored AutoGroup HK Limited	Hong Kong
Armored AutoGroup Costa Rica SRL (f/k/a Viking Venture Costa Rica, Sociedad De Responsabilidad Limitada)	Costa Rica
Armored Auto UK Limited (f/k/a Clorox Europe Ltd.)	United Kingdom
Armored AutoGroup Malaysia Sdn. Bhd.	Malaysia
Armored Autogroup Philippines, Inc. (f/k/a AA Philgroup Ventures, Inc.)	Philippines
Armored AutoGroup Puerto Rico LLC	Puerto Rico
Viking Acquisitions S. de R.L. de C.V.	Mexico
Armored AutoGroup Canada ULC (f/k/a Viking Acquisition Canada ULC)	Canada
Armored AutoGroup New Zealand ULC (f/k/a Viking New Zealand ULC)	New Zealand
Viking Acquisitions Servicios S. de R.L. de C.V.	Mexico

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 29, 2012 (except for Notes 3, 16 and 17, as to which the date is April 10, 2012) in the Registration Statement (Form S-4) and related Prospectus of Armored AutoGroup Inc. for the registration of $275,000,000, 9.25% Senior Notes due 2018.

/s/ Ernst & Young LLP

San Francisco, California

April 13, 2012

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

o  CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national bank)	Identification No.)

101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

ARMORED AUTOGROUP INC.

(Exact name of obligor as specified in its charter)

Delaware	27-3620112
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

39 Old Ridgebury Road
Danbury, Connecticut	06810
(Address of principal executive offices)	(Zip code)

9.25% Senior Notes Due 2018 and

Guarantees of 9.25% Senior Notes Due 2018

(Title of the indenture securities)

GUARANTORS

Exact Name of Obligor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.	Address of Principal Executive Offices
The Armor All/STP Products Company	Delaware	36-2999270	39 Old Ridgebury Road, Danbury, Connecticut 06810
STP Products Manufacturing Company	Delaware	06-1408442	39 Old Ridgebury Road, Danbury, Connecticut 06810
Armored AutoGroup Sales Inc.	Delaware	27-5136040	39 Old Ridgebury Road, Danbury, Connecticut 06810
AA Group (U.S.) — A LLC	Delaware	45-4070567	39 Old Ridgebury Road, Danbury, Connecticut 06810
AA Group (U.S.) — B LLC	Delaware	45-4070646	39 Old Ridgebury Road, Danbury, Connecticut 06810

2

Item 1.   General Information.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Administrator of National Banks

Treasury Department

Washington, D.C. 20219

Federal Deposit Insurance Corporation

550 17th Street, N.W.

Washington, D.C. 20429

Federal Reserve Bank of San Francisco

P.O. Box 7702

San Francisco, California 94120

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.Affiliations with Obligor.  If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.	Not applicable.
Item 16. List of Exhibits.	List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*      Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services, LLC, file number 333-130784-06.

**   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit T3G to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation, file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc., file number 333-125274.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 13th day of April, 2012.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ R. Prokosch

R. Prokosch

Vice President

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EXHIBIT 6

April 13, 2012

Securities and Exchange Commission

Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ R. Prokosch

R. Prokosch

Vice President

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Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2011, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	19,751
Interest-bearing balances		23,384
Securities:
Held-to-maturity securities		0
Available-for-sale securities		195,800
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		4,151
Securities purchased under agreements to resell		23,225
Loans and lease financing receivables:
Loans and leases held for sale		28,417
Loans and leases, net of unearned income	711,276
LESS: Allowance for loan and lease losses	16,360
Loans and leases, net of unearned income and allowance		694,916
Trading Assets		56,692
Premises and fixed assets (including capitalized leases)		7,977
Other real estate owned		4,485
Investments in unconsolidated subsidiaries and associated companies		607
Direct and indirect investments in real estate ventures		99
Intangible assets
Goodwill		21,252
Other intangible assets		22,891
Other assets		57,843
Total assets		$	1,161,490
LIABILITIES
Deposits:
In domestic offices		$	832,749
Noninterest-bearing	234,375
Interest-bearing	598,374
In foreign offices, Edge and Agreement subsidiaries, and IBFs		72,904
Noninterest-bearing	2,140
Interest-bearing	70,764
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		2,591
Securities sold under agreements to repurchase		13,050

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	Dollar Amounts
	In Millions
Trading liabilities	23,460
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	39,703
Subordinated notes and debentures	18,609
Other liabilities	33,933
Total liabilities	$	1,036,999
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	519
Surplus (exclude all surplus related to preferred stock)	99,326
Retained earnings	18,744
Accumulated other comprehensive income	4,769
Other equity capital components	0
Total bank equity capital	123,358
Noncontrolling (minority) interests in consolidated subsidiaries	1,133
Total equity capital	124,491
Total liabilities, and equity capital	$	1,161,490

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Timothy J. Sloan

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors
Carrie Tolstedt
Michael Loughlin

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EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL
With respect to the Exchange Offer Regarding the
9.25% Senior Notes due 2018 issued by Armored AutoGroup Inc.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON                            , 2012

To My Broker or Account Representative:

         I, the undersigned, hereby acknowledge receipt of the Prospectus, dated                                    , 2011 (the "Prospectus") of Armored AutoGroup Inc., a Delaware corporation (the "Issuer") with respect to the Issuer's exchange offer set forth therein (the "Exchange Offer"). I understand that the Exchange Offer must be accepted on or prior to 5:00 PM, New York City Time, on                                     , 2012.

         This letter instructs you as to action to be taken by you relating to the Exchange Offer with respect to the Issuer's 9.25% Senior Notes due 2018 (the "Old Notes") held by you for the account of the undersigned.

         The aggregate face amount of the Old Notes held by you for the account of the undersigned is (FILL IN AMOUNT): $            of the Old Notes.

With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOX):

o

TO TENDER the following Old Notes held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT AT MATURITY OF OLD NOTES TO BE TENDERED, IF ANY): $

o

NOT TO TENDER any Old Notes held by you for the account of the undersigned.

         If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, the undersigned hereby represents for the benefit of the Issuer and you that:

1.

The undersigned is acquiring the Issuer's 9.25% Senior Notes due 2018, for which the Old Notes will be exchanged (the "Exchange Notes"), in the ordinary course of its business;

2.

The undersigned does not have an arrangement or understanding with any person to participate in the distribution (as defined in the Securities Act of 1933, as amended (the "Securities Act")) of Exchange Notes;

3.

The undersigned is not an "affiliate," as defined under Rule 405 of the Securities Act, of the Issuer; and

4.

The undersigned is not a broker—dealer and does not engage in, and does not intend to engage in, a distribution of the Old Notes or the Exchange Notes.

If the undersigned is a broker—dealer, and acquired the Old Notes as a result of market making activities or other trading activities, the undersigned represents that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Old Notes pursuant to the Exchange Offer.

The undersigned also authorizes you to:

(1)

confirm that the undersigned has made such representations; and



(2)

take such other action as necessary under the Prospectus to effect the valid tender of such Old Notes.

The undersigned acknowledges that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in no—action letters that are discussed in the section of the Prospectus entitled "The Exchange Offer."

Name of beneficial owner(s):

Signatures:

Name (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

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Exhibit 99.1